Portfolio of Accounts Sample Clauses

Portfolio of Accounts. 23 ARTICLE VI

Portfolio of Accounts. 4.4.1 The Computer File sets forth, as of June 30, 2002, an accurate and complete list of Seller's Accounts and the status of each Account, except with respect to ordinary course of business delays in reporting. The Accounts transferred hereunder and the accounts receivable transferred to NCOP Lakes, Inc. under the NCO Lakes Acquisition Agreement constitute all of the accounts receivable of the Seller. 4.4.2 To the knowledge of Seller, the Computer File taken as a whole accurately reflects, in all material respects, all activities on the Accounts during the period from November 4, 1999 through June 30, 2002, except with respect to ordinary course of business delays in reporting. 4.4.3 From the period commencing on July 1, 2002 and ending on the date hereof, Seller has operated in the ordinary course with respect to the Accounts and has made appropriate adjustments in the data base in which entries on the Accounts are made in the ordinary and normal course of its business, consistent with its past practices. 4.4.4 Seller (a) has good and valid title to each Account and corresponding Account Documents, is the sole owner thereof and (b) except for the Consents listed on Schedule 4.4.4 which are required to be obtained with respect to the transfer of Accounts purchased under the Original Purchase Agreements listed on Schedule 4.4.4, (i) has full right to transfer and sell such Account and related Account Documents, and (ii) is transferring and selling, all of its right, title and interest in and to the Accounts and Account Documents to Buyer, free and clear of any Encumbrance (other than, with respect to any Account, (A) any Encumbrance arising under the Original Purchase Agreement in respect thereof and (B) any Encumbrance arising in connection with the collection activity of third party collection agencies or attorneys previously retained by Seller). 4.4.5 Seller has no knowledge of any pervasive defect with respect to the legality, validity or binding nature of the Accounts taken as a whole; provided, however, that no representation, warranty or covenant is made herein as to the collectability or enforceability of any particular Account or Accounts. 4.4.6 The Original Purchase Agreements constitute all of the purchase agreements relating to the Accounts. Seller is not in breach of or default under, any of the Original Purchase Agreements. 4.4.7 Seller has instructed all servicers of the accounts to not settle amounts owed with respect to the Accounts below ...

Portfolio of Accounts. 4.24.1 The Computer File on the server being acquired by Buyer sets forth, as of the date hereof, an accurate and complete list of the Accounts and the status of each Account, except with respect to ordinary course of business delays in reporting. 4.24.2 The Computer File taken as a whole accurately reflects, in all material respects, all activities on the Accounts during all periods during which the Accounts were owned by Seller, except with respect to ordinary course of business delays in reporting. 4.24.3 Seller has operated in the ordinary course with respect to the Accounts and has made appropriate adjustments in the data base in which entries on the Accounts are made in the ordinary and normal course of its business, consistent with its past practices.

Portfolio of Accounts. (a) The CD provided to Purchaser prior to the date hereof contains, as of June 30, 2005, an accurate and complete list of Seller Parties' Accounts and the status of each Account, except with respect to ordinary course of business delays in reporting. The Accounts to be transferred hereunder constitute all of the Accounts. (b) To the Knowledge of Parent or the Subsidiaries, the CD provided to Purchaser prior to the date hereof accurately reflects, in all material respects, all payment activities (or other reductions in value) on the Accounts during the period from July 1, 2004 through June 30, 2005, except with respect to ordinary course of business delays in reporting. (c) From the period commencing on March 1, 2005, with respect to Accounts owned as of March 1, 2005, the Seller Parties have not sold any such Accounts, have not settled any such Accounts outside of the ordinary course of business, have operated in the ordinary course with respect to such Accounts and have made appropriate adjustments in the data base in which entries on such Accounts are made in the ordinary and normal course of its business, consistent with its past practices. 23 <PAGE> (d) Except as set forth in Section 5.24 of the Seller Disclosure Letter, the Seller Parties (i) have good and valid title to each Account and corresponding Account Documents and are the sole owner thereof, (ii) subject to complying with applicable notice requirements, have full right to transfer and sell such Accounts and related Account Documents, and (iii) are transferring and selling, all of their right, title and interest in and to the Accounts and Account Documents to Purchaser, free and clear of any Liens.