Purchased Accounts. During the Initial Term, if this Agreement is terminated due to a material breach by Elan, Elan shall continue to pay Additional Income on Purchased Accounts until such time as the Initial Term would have ended had the material breach by Elan not occurred.
Purchased Accounts. If any Purchased Account shall remain unpaid after ninety (90) days from the date of Seller's original invoice evidencing same, or if Purchaser shall otherwise deem itself insecure for any reason whatsoever, or if any Account Debtor shall become bankrupt, insolvent or the subject of a reorganization, or makes an assignment for the benefit of creditors, then or any time thereafter, Purchaser, upon notice to Seller, may require Seller to repurchase within five (5) days thereafter, such Purchased Account(s) in which event Seller shall pay to Purchaser an amount equal to the uncollected balance of such Purchased Account plus Purchaser's costs relating to the collection of such Purchased Account plus all other Charges and amounts owed to Purchaser hereunder with respect thereto. Seller's obligations hereunder shall not be affected by Purchaser's actions or inaction with respect to such Accounts.
Purchased Accounts. The Purchased Accounts are and will remain:
(a) Bona fide existing obligations created by the sale and delivery of goods or the rendition of services in the ordinary course of Seller’s business;
(b) Unconditionally owed and will be paid to Agent without defenses, disputes, offsets, counterclaims, or rights of return or cancellation;
(c) Sales to an entity that is not affiliated with Seller or in any way not an “arms length” transaction.
Purchased Accounts. (i) All of the Purchased Accounts were validly and lawfully established, and remain currently open and eligible for charging.
(ii) Except as set forth on Schedule 3 hereto, neither HDI nor any predecessor of HDI has charged off any loan or portion thereof with respect to any Purchased Account.
(iii) To the knowledge of HDI, none of the Purchased Accounts: (1) has a non-U.S. address;
Purchased Accounts. Accounts purchased hereunder which have not been Repurchased.
Purchased Accounts. Lovelace shall sell, assign and transfer to Heritage, and Heritagx xxxxx purchase and accept from Lovelace, Lovelace's right, title and interest in and to all assexx xxxx or xxxxxx xx the operation of Lovelace's home healthcare business, including, but not limited tx xxx xxxxowing ("Assets"):
Purchased Accounts. Upon receipt of any Assignment with the ------------------ aforementioned accompanying documents, Factor, at Factor's sole discretion, shall determine which, if any, of the Eligible Accounts Factor wishes to purchase (the "Purchased Accounts"). Upon Factor's determination that it shall obtain title to the Purchased Accounts free and clear of all liens, encumbrances and conflicting claims, Factor shall pay Company, by bank check or wire transfer, the "Purchase Price" (as defined below in Section 4.1.2) for the Purchased Account(s) in accordance with Section 4 hereof.
Purchased Accounts. (a) Borrower represents and warrants that it has heretofore delivered to Agent, or made available to Agent for review, true and correct copies of all of its Factoring Documentation and all of such Factoring Documentation is in full force and effect on the date hereof. Borrower further represents and warrants that it has filed appropriate financing statements in all appropriate jurisdictions with respect to Purchased Accounts against all Sellers and that Borrower has a first priority lien on all Purchased Accounts existing on the date hereof.
(b) The following provisions shall apply with respect to Borrower's factoring business as it relates to the acceptability to Agent for borrowing purposes of Purchased Accounts hereunder:
(i) all Factoring Documentation shall be in form and substance satisfactory to Agent, which shall require, in any event, that (A) Borrower shall verify to its reasonable satisfaction that the Person(s) executing Factoring Documentation on behalf of any Seller are duly authorized and empowered to do so; (B) other than Purchased Accounts owing from trucking enterprises factored under Borrower's "TruckerFunds" trade style, all Factoring Agreements shall provide that accounts purchased thereunder are purchased on a full recourse basis; (C) Borrower has a first priority security interest in all Purchased Accounts of the Seller party thereto and in all bills of lading (if any are issued) evidencing such Purchased Accounts, (D) all such Factoring Documentation shall be fully assignable to the Agent, for the ratable benefit of Lenders, and (E) the Factoring Documentation with respect to each Seller shall include a power of attorney in favor of Borrower and, as to all Factoring Documentation obtained subsequent to the date hereof the Agent as well, pursuant to which the Borrower or the Agent, on its behalf, as the case may be, shall have the right to endorse and cash checks from Account Debtors to such Seller and otherwise to take actions required to collect the Purchased Accounts of such Seller;
(ii) prior to purchasing accounts from all Sellers, Borrower shall confirm the correct corporate or other entity name of such Seller by obtaining a corporate good standing certificate, letter or equivalent document from the Secretary of State of such Seller's state of organization or by other methods acceptable to Agent (which may include reputable third party verifications);
(iii) prior to purchasing accounts from any Seller, Borrower shall (1) cause ...
Purchased Accounts. Purchased Accounts" means the Accounts to be purchased herein whose outstanding balances (excluding accrued and unpaid interest), as of the Effective Time shall aggregate no more than $8,200,000 but no less than $7,400,000, and in any event not less than the average balance of the Purchased Accounts over the ten day period prior to the Closing Date, unless the Buyer agrees to accept a total outstanding balance greater or lesser than the stated amounts. There shall be excluded from the Purchased Accounts any deposits which are not consistent with the Seller's now current practices unless Buyer consents to their inclusion.
Purchased Accounts. The Purchased Accounts of Seller are insured by FDIC to the fullest extent permitted by federal law and no action is pending or has been threatened by FDIC against Seller with respect to the termination of such insurance. The Purchased Accounts (i) are in all respects genuine and enforceable obligations of Seller and have been acquired and maintained in full compliance with all applicable Laws, including (but not limited to) the Truth in Savings Act and regulations promulgated thereunder; (ii) were acquired in the ordinary course of Seller's business and without the services of a deposit broker, and (iii) are not subject to any Claims with respect to such Accounts that are superior to the rights of Persons shown on the records delivered to Buyer indicating the owners of the Accounts, other than claims against such Account owners, such as state and federal tax liens and claims for money judgments, which may mature into claims against the respective Accounts. All Share Loans are fully secured by a like amount on deposit in an Account, even if the Share Loan is delinquent.
