Purchase of Receivables. (a) Upon the terms and subject to the conditions hereof, Buyer hereby agrees to purchase, and Originator hereby agrees to sell, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.
(b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent...
Purchase of Receivables. (a) The Seller hereby sells, assigns, transfers and conveys to the Purchaser on the Closing Date, on the terms and subject to the conditions specifically set forth herein, all of its right, title and interest in, (i) all rights (but not any obligations) to, in and under each Contract, including all Receivables related thereto and all Collections received thereon after the Cut-Off Date, reflected on the Schedule of Receivables set forth on Exhibit A attached hereto, (ii) all Related Security, (iii) all products and proceeds of the foregoing, including, without limitation, insurance proceeds, and (iv) all Recoveries relating thereto.
(b) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by the Purchaser and a sale by the Seller of the Receivables and not as a lending transaction. All sales of Receivables by the Seller hereunder shall be without recourse to, or representation or warranty of any kind (express or implied) by, the Seller, except as otherwise specifically provided herein. The foregoing sale, assignment, transfer and conveyance does not constitute and is not intended to result in a creation or assumption by the Purchaser of any obligation of the Seller or any other Person in connection with the Receivables, the Contracts or any other agreements relating thereto, including, without limitation any obligation to any Obligor.
Purchase of Receivables. If any covenants of the Servicer under Section 3.04(a)(viii), (ix) or (x) has not been complied with in all material respects with respect to any Eligible Receivable or Account in the Pool of Accounts and such noncompliance has a material adverse effect on the interests of Securityholders or any other Interested Parties in such Receivable or such Account, the Servicer shall purchase such Receivable (or, in the case of a breach affecting less than the entire principal amount of a Receivable, to the extent of the breach) or all Eligible Receivables under such Account (each, an "Administrative Receivable") from the Issuer, on the terms and conditions set forth in this Section 3.04.
Purchase of Receivables. Upon receipt of the list of Eligible Receivables pursuant to Section 2.1, the Master Servicer, in its sole discretion, will confirm which of the Eligible Receivables offered by Seller that the Purchaser will Purchase. The Purchase of such Receivables shall occur upon payment of the Advance Amount. Upon Purchase of the Receivables, Seller shall be deemed to have sold, transferred, assigned, set over and conveyed to Purchaser, without recourse except as expressly provided herein, all of Seller’s right, title and interest in and to the Purchased Receivables. The Seller shall not take any action inconsistent with such ownership and shall not claim any ownership in any Purchased Receivable. The Seller shall indicate in its Records that ownership interest in any Purchased Receivable is held by the Purchaser. In addition, the Seller shall respond to any inquiries with respect to ownership of a Purchased Receivable by stating that it is no longer the owner of such Purchased Receivable and that ownership of such Purchased Receivable is held by the Purchaser. Documents relating to the Purchased Receivables shall be held in trust by the Seller and the Subservicer, for the benefit of the Purchaser as the owner of the Purchased Receivables, and possession of any Required Information relating to the Purchased Receivables so retained is for the sole purpose of facilitating the servicing of the Purchased Receivables and carrying out the terms of this Agreement. Such retention and possession is at the will of the Purchaser and in a custodial capacity for the benefit of the Purchaser only.
Purchase of Receivables. Purchase Receivables solely in accordance with the Receivables Sale Agreement or this Agreement.
Purchase of Receivables. Purchase Receivables solely in accordance with the Origination Agreements.
Purchase of Receivables. (a) Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Originator, all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.
Purchase of Receivables. Statesman may from time to time, at its option upon the terms and subject to the conditions contained in this Agreement, purchase Receivables from the Cooperative, provided that Statesman has determined in its sole and absolute discretion that such Receivables are acceptable to it (which acceptable Receivables are herein referred to as the "Eligible Receivables"), and in no event shall Statesman purchase Receivables if after such purchase the aggregate amount owing on all Receivables purchased by Statesman from the Cooperative shall exceed TWO HUNDRED MILLION DOLLARS ($200,000,000). All such purchases shall be made without recourse to the Cooperative except so far as Statesman shall have the right to make charges to the Reserve Account as provided in Section 2.05, and nothing contained herein shall obligate Statesman to purchase any Receivables.
Purchase of Receivables. (a) (i) Effective on the Initial Cutoff Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth in the Existing Agreement, each Originator thereby sold, assigned, transferred, set-over and otherwise conveyed to Buyer, without recourse (except to the extent expressly provided therein), and Buyer thereby purchased from each Originator, all of such Originator’s right, title and interest in and to all Receivables existing as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter arising through and immediately prior to the date hereof, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the Initial Cutoff Date Buyer acquired all of each Originators’ right, title and interest in and to all Receivables existing as of the Initial Cutoff Date and thereafter arising through and the date immediately prior to the date hereof, together with all Related Security relating thereto and all Collections thereof. Buyer was obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3 of the Existing Agreement.
Purchase of Receivables. Upon commencement of consolidated billing under this Agreement, Con Edison will purchase and undertake an obligation to pay ESCO for the ESCO Account Receivable created on each ESCO Customer account net of amounts due from ESCO to Con Edison. Con Xxxxxx’s payment obligation shall be effective as to any ESCO Charges as of the date on which the ESCO Charges are billed to the ESCO Customer. Beginning in the second calendar month following commencement of consolidated billing under this Agreement, Con Xxxxxx will pay ESCO, via ACH (Automated Clearing House) credit to a bank (or other mutually agreed to depository or payee) designated in writing by ESCO, on the 20th calendar day of the month (or the next following business day if the 20th falls on a Saturday, Sunday, or public holiday) (the “remittance date”) an amount equal to all ESCO Charges billed to ESCO Customers, including sales taxes as applied to such charges, in the previous calendar month net of (1) the discount described below applied to such billed amounts (inclusive of sales taxes) and (2) such other charges and fees of the types listed below, or as may later become applicable to the service provided to ESCO, and other adjustments. ESCO will forward promptly to Con Edison, without set-off or deduction, any payment received by ESCO on an ESCO Customer Account and the cash equivalent of any credit to be applied to the ESCO Customer Account. Con Xxxxxx will apply a discount rate (the “Purchase Discount”) to the face value of the ESCO charges billed (including sales taxes) on behalf of ESCO to determine the consideration to be paid for the assignment of ESCO accounts receivable. The Purchase Discount(s) will be established and adjusted in accordance with the formula(s) approved by the NYPSC. An adjusted Purchase Discount will be effective on January 1 for the calendar year and on the first day of a new rate plan for each service, and the Company will notify ESCO of the new rate(s) as soon as practicable after the new rate(s) is(are) calculated. Con Edison will net from any amount to be paid to ESCO for the purchase of ESCO receivables the amounts owed to Con Edison by ESCO for retail access program services and/or other charges in accordance with the applicable provisions of the Tariff or the ESCO Operating Agreements including but not limited to: Special meter reading fees Customer usage history fees Account separation fees Profile information fees Consolidated Billing Service fees Gas imbalance char...
