Common use of Purchase and Contribution of Receivables Clause in Contracts

Purchase and Contribution of Receivables. (a) Effective as of the Closing Date, Colors hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to Colors (except to the extent expressly provided herein), and the Buyer hereby accepts, (i) Colors’ right, title and interest in and to certain of Colors’ Receivables existing as of the close of business on the Initial Cutoff Date and having an aggregate Outstanding Balance greater than or equal to the Required Capital Amount, and (ii) Colors’ right, title and interest in and to Colors’ Receivables arising after the Initial Cutoff Date through and including the Termination Date to the extent necessary to cause the Outstanding Balance of all Receivables contributed under clause (i) or this clause (ii) (collectively, the “Contributed Receivables”) to be equal to or exceed the Required Contributed Amount, together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”). Effective as of the Closing Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Originators hereby sells, assigns, transfers and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Originator, all of such Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding two sentences, on the Closing Date, the Buyer shall acquire all of the Originators’ right, title and interest in and to the Receivables Assets. The Buyer shall be obligated to pay the Purchase Price for each Purchased Receivable in accordance with Section 1.2.

Appears in 1 contract

Samples: Receivables Sale Agreement (Sensient Technologies Corp)

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Purchase and Contribution of Receivables. (a) Effective as of the applicable Closing Date, Colors : (i) CMC hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to Colors CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, (i) Colors’ all of CMC’s right, title and interest in and to certain all of Colors’ CMC’s Receivables existing as of the close of business on the applicable Initial Cutoff Date and having an aggregate Outstanding Balance greater than or equal to the Required Capital Amountthereafter arising through and including August 14, 2014; and (ii) Colors’ CMC hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMC’s right, title and interest in and to Colors’ all of CMC’s Receivables existing as of the close of business on the August 15, 2014 and thereafter arising after the Initial Cutoff Date through and including the Termination Date to the extent necessary to cause the Outstanding Balance of all the contributed Receivables contributed under clause to be equal to the Required Contributed Amount (the Receivables described in clauses (i) or this clause and (ii) (), collectively, the “Contributed Receivables”) to be equal to or exceed the Required Contributed Amount), together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”). Effective as of August 15, 2014 (in the case of CMC) and effective as of the applicable Closing DateDate (in the case of each Subsidiary Originator), in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Originators hereby sells, assigns, transfers and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Originator, all of such Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the applicable Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding two sentencessentence, on the applicable Closing Date, Date the Buyer shall acquire all of the Originators’ right, title and interest in and to the Contributed Receivables Assets and the Purchased Receivables Assets. The Buyer shall be obligated to pay the Purchase Price for each Purchased Receivable purchased from each Originator hereunder in accordance with Section 1.2.

Appears in 1 contract

Samples: Receivables Purchase Agreement (COMMERCIAL METALS Co)

Purchase and Contribution of Receivables. (a) Effective as onas of the Closing Date: (i) CMC hereby contributes, Colors assigns, transfers, sets-over and otherwise conveys to the Buyer’s capital, without recourse to CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMC’s right, title and interest in and to all of CMC’s Receivables existing as of the close of business on the Initial Cutoff Date and thereafter arising through and including the Termination Date (August 14, 2014; and (ii) CMC hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to Colors CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, (i) Colors’ all of CMC’s right, title and interest in and to certain all of Colors’ CMC’s Receivables existing as of the close of business on the Initial Cutoff Date August 15, 2014 and having an aggregate Outstanding Balance greater than or equal to the Required Capital Amount, and (ii) Colors’ right, title and interest in and to Colors’ Receivables thereafter arising after the Initial Cutoff Date through and including the Termination Date to the extent necessary to cause the Outstanding Balance of all the contributed Receivables contributed under clause to be equal to the Required Contributed Amount (the Receivables described in clauses (i) or this clause and (ii) (), collectively, the “Contributed Receivables”) to be equal to or exceed the Required Contributed Amount), together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”); and (ii). Effective as of August 15, 2014 (in the case of CMC) and effective as of the Closing DateDate (in the case of each Subsidiary Originator), in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Subsidiary Originators hereby sells, assigns, transfers transfers, sets-over and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Subsidiary Originator, all of such Subsidiary Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding two sentencessentence, on the Closing Date, Date the Buyer shall acquire all of the Originators’ right, title and interest in and to the Contributed Receivables Assets and the Purchased Receivables Assets. The Buyer shall be obligated to pay the Purchase Price for each Purchased Receivable purchased from a Subsidiaryeach Originator hereunder in accordance with Section 1.2.. Receivables Sale Agreement

Appears in 1 contract

Samples: Receivables Purchase Agreement (Commercial Metals Co)

Purchase and Contribution of Receivables. (a) Effective as of the Closing Effective Date, Colors KapStone Kraft hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to Colors KapStone Kraft (except to the extent expressly provided herein), and the Buyer hereby accepts, (i) Colors’ all of KapStone Kraft’s right, title and interest in and to certain all of Colors’ KapStone Kraft’s Receivables existing as of the close of business on the Initial Cutoff Date and having an aggregate Outstanding Balance greater than or equal to the Required Capital AmountDate, and (ii) Colors’ all of KapStone Kraft’s right, title and interest in and to Colors’ all of KapStone Kraft’s Receivables existing as of or arising after the Initial Cutoff Date through and including the Termination Date Date, in each case, to the extent necessary to cause the Outstanding Balance of all the contributed Receivables contributed under clause (i) or this clause (ii) to be equal to the Required Contributed Amount (collectively, the “Contributed Receivables”) to be equal to or exceed the Required Contributed Amount), together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”). Effective as of the Closing Effective Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Originators hereby sells, assigns, transfers and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Originator, all of such Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding two sentences, on the Closing Effective Date, the Buyer shall acquire all of the Originators’ right, title and interest in and to the Receivables Assets. The Buyer shall be obligated to pay the Purchase Price for each Purchased Receivable purchased from any Originator hereunder in accordance with Section 1.2.

Appears in 1 contract

Samples: Receivables Sale Agreement (Kapstone Paper & Packaging Corp)

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Purchase and Contribution of Receivables. (a) Effective as of on the Closing Date, Colors : (i) CMC hereby contributes, assigns, transfers transfers, sets-over and otherwise conveys to the Buyer’s capital, without recourse to Colors CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, (i) Colors’ all of CMC’s right, title and interest in and to certain all of Colors’ CMC’s Receivables existing as of the close of business on the Initial Cutoff Date and having an aggregate Outstanding Balance greater than or equal to the Required Capital Amount, and (ii) Colors’ right, title and interest in and to Colors’ Receivables thereafter arising after the Initial Cutoff Date through and including the Termination Date to the extent necessary to cause the Outstanding Balance of all Receivables contributed under clause (i) or this clause (ii) (collectively, the “Contributed Receivables”) to be equal to or exceed the Required Contributed Amount), together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”). Effective as of the Closing Date, ; and (ii) in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Subsidiary Originators hereby sells, assigns, transfers transfers, sets-over and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Subsidiary Originator, all of such Subsidiary Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding two sentencessentence, on the Closing Date, Date the Buyer shall acquire all of the Originators’ right, title and interest in and to the Contributed Receivables Assets and the Purchased Receivables Assets. The Buyer shall be obligated to pay the Purchase Price for each Purchased Receivable purchased from a Subsidiary Originator hereunder in accordance with Section 1.2.

Appears in 1 contract

Samples: Receivables Sale Agreement (Commercial Metals Co)

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