Purchase and Sale of Purchased Receivables Clause Samples
The "Purchase and Sale of Purchased Receivables" clause defines the agreement between parties for the transfer of ownership of specific receivables from the seller to the buyer. Typically, this clause outlines the types of receivables being sold, the timing and method of transfer, and any conditions that must be met for the sale to occur. For example, it may specify that only invoices meeting certain criteria are eligible for purchase, and detail the process for notifying debtors of the change in ownership. The core function of this clause is to clearly establish the terms under which receivables are sold, thereby reducing ambiguity and allocating risk between the parties involved.
Purchase and Sale of Purchased Receivables. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, convey, transfer and assign to Purchaser, and Purchaser agrees to purchase and accept from Seller, all of Seller’s right, title and interest in, to and under the Purchased Receivables, free and clear of any and all Encumbrances (other than Permitted Encumbrances).
Purchase and Sale of Purchased Receivables. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, convey, transfer and assign to Purchaser, and Purchaser agrees to purchase and accept from Seller, on the Tranche A Closing Date, all of Seller’s right, title and interest in, to and under the Purchased Receivables, free and clear of any and all Encumbrances (other than Permitted Encumbrances). It is understood and agreed that Purchaser shall not, by purchase of the Purchased Receivables, acquire any assets or rights of Seller relating to the Product other than those specified in the immediately preceding sentence or as otherwise specified under this Agreement.
Purchase and Sale of Purchased Receivables. Section 2.1
Purchase and Sale of Purchased Receivables. 7 Section 2.1 Purchase and Sale of Purchased Receivables 7 Section 2.2 Post-Closing Trigger Payment 7 Section 2.3 Excluded Assets 8 Section 2.4 No Obligations Transferred 8 Section 2.5 True Sale 8 Section 2.6 Payments 9 ARTICLE III CLOSING; DELIVERABLES 9 Section 3.1 Closing 9 Section 3.2 Payment of Purchase Price 9 Section 3.3 Closing Certificates 9 Section 3.4 Bill of Sale and Assignment 9 Section 3.5 Tax Forms 9 Section 3.6 Medexus Consent 9 Section 3.7 Legal Opinion 10 Section 3.8 MidCap Release 10 Section 3.9 Lien Searches 10 Section 3.10 Data Room 10 ARTICLE IV SELLER’S REPRESENTATIONS AND WARRANTIES 10 Section 4.1 Organization 10 Section 4.2 Authorization 11 Section 4.3 Enforceability 11 Section 4.4 Absence of Conflicts 11 Section 4.5 Consents 11 Section 4.6 Litigation 11 Section 4.7 Compliance with Laws 11 Section 4.8 Brokers’ Fees 11 Section 4.9 Sale Agreement 12 Section 4.10 Title to Purchased Receivables 14 Section 4.11 UCC Matters 14 Section 4.12 Taxes 14 Section 4.13 Solvency 14 Section 4.14 Disclosure 14 ARTICLE V BUYER’S REPRESENTATIONS AND WARRANTIES 15 Section 5.1 Organization 15 Section 5.2 Authorization 15 Section 5.3 Enforceability 15 Section 5.4 Absence of Conflicts 15 Section 5.5 Consents 15 Section 5.6 Litigation 15 Section 5.7 Brokers’ Fees 15 Section 5.8 Financing 16 Section 5.9 Tax Status 16 ARTICLE VI GENERAL COVENANTS 16 Section 6.1 Confidentiality 16 Section 6.2 Taxes 18 Section 6.3 Further Actions 18 Section 6.4 Distribution of Purchased Receivables 19 Section 6.5 Medexus Instructions 19 Section 6.6 Escrow Agreement 19 Section 6.7 Medexus Instruction Letter 19 ARTICLE VII COVENANTS RELATING TO THE SALE AGREEMENT 19 Section 7.1 Performance of Sale Agreement 19 Section 7.2 Misdirected Payments; Setoffs 20 Section 7.3 Medexus Reports; Notices; Correspondence 20 Section 7.4 Audits of Medexus 21 Section 7.5 Amendment of Sale Agreement 22 Section 7.6 Enforcement of Sale Agreement 22 Section 7.7 Preservation of Rights; Assignments 23 ARTICLE VIII INDEMNIFICATION 23 Section 8.1 Obligation of Parties to Indemnify 23 Section 8.2 Procedures Relating to Indemnification for Third Party Claims 23 Section 8.3 Procedures Relating to Indemnification for Other Claims 25 Section 8.4 Limitations on Indemnification 25 Section 8.5 Survival of Representations and Warranties 25 Section 8.6 No Implied Representations and Warranties 25 Section 8.7 Exclusive Remedy 26 Section 8.8 Limi...
Purchase and Sale of Purchased Receivables. Section 2.1 Purchase and Sale of Purchased Receivables ................................................... 9 Section 2.2 No Purchase or Sale of Excluded Assets .......................................................... 9 Section 2.3 No Obligations Transferred .............................................................................. 9 Section 2.4 Sale .................................................................................................................. 10 Section 2.5 [***] ................................................................................................................ 10 ARTICLE III
Purchase and Sale of Purchased Receivables