Overdue Receivables Sample Clauses

Overdue Receivables. Receivables due from Users not settled during the term specified in the agreement (invoice). The Overdue Receivables fall into Receivables Real for Collection, Bad Receivables.
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Overdue Receivables. On the Closing Date, and subject to the terms and conditions set forth in this Agreement, the Seller (subject to the provisions of Article 10 hereto) shall sell, assign, transfer and deliver to Purchaser, and the Purchaser shall purchase and take assignment and delivery of, all of the Seller's right, title and interest in, to and under the following assets as of the Closing Date (other than the Excluded Accounts and the Excluded Assets): any and all amounts owing from the Cardholders to the Seller (whether billed or unbilled, posted or not) in connection with the Overdue Accounts, including, without limitation, all principal, outstanding purchases, cash advances, interest (including accrued but unbilled interest), annual fees, finance and service charges and other charges and fees, less any and all amounts owing from the Seller to the Cardholders as a credit balance, whether or not credited (hereinafter referred to collectively as the "Overdue Receivables"). The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Overdue Receivables shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to the Purchaser and that the Overdue Receivables shall not be a part of the Seller's estate in the event of the insolvency of the Seller or a conservatorship, receivership or similar event with respect to the Seller. It is the intention of the parties hereto that the arrangements with respect to the Overdue Receivables shall constitute a purchase and sale of such Overdue Receivables and not a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted and does hereby grant to the Purchaser a first priority perfected security interest, in all of the Seller's right, title and interest, whether now owned or hereafter acquired, in, to and under the Overdue Receivables to secure the rights of the Purchaser hereunder and the obligations of the Seller hereunder.
Sample 1
Overdue Receivables. Other than the right of Cardholders or other obligors to assert claims and defenses against the Seller pursuant to 12 C.F.R. ss.226.12(c) and under any other applicable laws and the Cardholders' "billing error" rights pursuant to 12 C.F.R. ss.226.13, to the best of the Seller's knowledge, the Overdue Receivables are not subject to Cardholder or other obligor claims, offsets or adjustments and represent the legal, valid and binding obligations of the Cardholders, enforceable against the Cardholders in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors' rights or to general equity principles (regardless of whether such matters are considered in a proceeding in equity or at law) and the availability of equitable remedies. Seller makes no representation or warranty regarding the payment or collectibility of the Overdue Receivables.
Sample 1
Overdue Receivables. Accounts Receivable of the Borrower that are outstanding for more than (a) with respect to Accounts Receivable owing by independent sales representatives of the division of the Borrower previously constituting the "Scholastic Division" of the Balfour Sellers, (i) during the months of July, August, November and December of any year (and during the month of June of 1997), one hundred eighty (180) days past the earlier to occur of (A) the date of the respective invoices therefor and (B) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, and (ii) at any other time, one hundred twenty (120) days past the earlier to occur of (A) the date of the respective invoices therefor and (B) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, (b) with respect to Accounts Receivable owing by Walmart Stores, the earlier to occur of (i) one hundred fifty (150) days past the date of shipment of the goods relating thereto and (ii) one hundred twenty (120) days past the due date for payment thereon, (c) with respect to Accounts Receivable owing by any of the Specified Account Debtors classified as "60 Day Term Specified Account Debtors" on the Specified Account Debtor Letter, the earlier to occur of (i) one hundred twenty (120) days past the date of shipment of the goods relating thereto and (ii) sixty (60) days past the due date for payment thereon, (d) with respect to Accounts Receivable owing by any of the Specified Account Debtors classified as "90 Day Term Specified Account Debtors" on the Specified Account Debtor Letter, the earlier to occur of (i) one hundred fifty (150) days past the date of shipment of the goods relating thereto and (ii) sixty (60) days past the due date for payment thereon, (e) with respect to Accounts Receivable owing by any of the Specified Account Debtors classified as "120 Day Term Specified Account Debtors" on the Specified Account Debtor Letter, the earlier to occur of (i) one hundred fifty (150) days past the date of shipment thereof and (ii) thirty (30) days past the due date for payment thereon, (f) sixty (60) days past the due date for payment thereon with respect to Accounts Receivable (A) owed by college students who have purchased goods on an installment sale basis with full payment to be due within eight (8) months of the date of sale, (B) owed by high school stude...
Sample 1
Overdue Receivables. Accounts Receivable of the Borrower that are outstanding for more than (a) with respect to Accounts Receivable owing by independent sales representatives of the division of the Borrower previously constituting the "Scholastic Division" of the Balfour Sellers, (i) during the months of July, August, November and December of any year (and during the month of June of 1997), one hundred eighty (180) days past the earlier to occur of (A) the date of the respective invoices therefor and (B) the date of shipment
Sample 1

Related to Overdue Receivables

  • Receivables (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

  • Simple Interest Receivables All of the Receivables are Simple Interest Receivables.

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

  • Additional Receivables On each Distribution Date during the Revolving Period, the Depositor shall purchase from the Seller and sell to the Issuing Entity Additional Receivables in an amount approximately equal to (but not greater than) the amount of funds deposited on such Distribution Date in the Accumulation Account pursuant to clauses (vii) and (ix) of Section 4.06(c) of this Agreement. Subject to the satisfaction of the conditions set forth in Section 2.07, in consideration of the Issuing Entity’s delivery on or prior to any Subsequent Closing Date to the Depositor of an amount equal to the Aggregate Additional Receivables Principal Balance for such date, on each Subsequent Closing Date the Depositor shall, pursuant to this Agreement and the related Second Step Additional Receivables Assignment in the form attached as Exhibit C to this Agreement (the “Second Step Additional Receivables Assignment” and together with the Second Step Initial Receivables Assignment, the “Second Step Receivables Assignments”), sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse:

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

  • Assignment of Administrative Receivables and Warranty Receivables Upon receipt of the Administrative Purchase Payment or the Warranty Payment with respect to an Administrative Receivable or a Warranty Receivable, respectively, the Owner Trustee shall assign, without recourse, representation or warranty, to the Servicer or the Warranty Purchaser, as applicable, all of the Issuing Entity’s right, title and interest in, to and under, and the Indenture Trustee shall be deemed automatically to have released its security interest in such Administrative Receivable or Warranty Receivable, all monies due thereon, the security interests in the related Financed Vehicle, proceeds from any Insurance Policies, proceeds from recourse against a Dealer on such Receivable and the interests of such Person or the Issuing Entity, as applicable, in rebates of premiums and other amounts relating to the Insurance Policies and any document relating thereto and all other related Purchased Property, such assignment being an assignment outright and not for security; and the Servicer or the Warranty Purchaser, as applicable, shall thereupon own such Receivable, and all such security and documents, free of any further obligations to the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders with respect thereto. If in any Proceeding it is held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Indenture Trustee or the Owner Trustee, as applicable, shall, at the Servicer’s expense, take such steps as the Servicer deems necessary to enforce the Receivable, including bringing suit in the name of such Person or the names of the Noteholders or the Certificateholders.

  • Conveyance of Initial Receivables In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to:

  • The Receivables SECTION 3.01 Representations and Warranties of the Seller with Respect to the Receivables......... 22 SECTION 3.02

  • Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

  • Reassignment of Ineligible Receivables If (a) any representation or warranty under Section 2.02(d) or Section 4.02 is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant to Section 2.04(d) of the Pooling and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) less any amounts previously collected by Purchaser with respect to such Receivable or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Transfer Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.03. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections with respect to such Receivables or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement of Eligible Receivable with respect to such Receivable available to Purchaser.

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