Purchased Receivables. Each Seller hereby makes the following representations and warranties with respect to each Purchased Receivable sold by it for the benefit of the Purchaser as of the applicable Purchase Date with respect to such Purchased Receivable:
(a) Prior to giving effect to the sale of such Purchased Receivable, such Seller has a valid ownership interest therein, free and clear of any Adverse Claim. Such Purchased Receivable is a valid, current and freely assignable trade account receivable and the assignment of such Purchased Receivable is not subject to a consent requirement by any third party to the sale or other transfer of such Purchased Receivable or the grant of a security interest or other lien in such Purchased Receivable other than consents previously obtained in writing by such Seller and that remain in effect as of the Purchase Date.
(b) The sale of such Purchased Receivable by such Seller to the Purchaser under the Purchase Documents constitutes a true sale or other absolute transfer of such Purchased Receivable by such Seller to the Purchaser and upon purchase by the Purchaser, such Purchased Receivable will have been validly and absolutely assigned, transferred and sold to the Purchaser and the Purchaser shall acquire a legally valid ownership interest in such Purchased Receivable, free and clear of any Adverse Claim without any need on the part of such Seller or the Purchaser to (i) notify the applicable Approved Obligor or (ii) other than the UCC financing statements required to be filed hereunder, file, register or record any Purchase Document or the sale of such Purchased Receivable under the Laws applicable to such Seller. All of such Seller’s right, title and interest in and to such Purchased Receivable will have been validly sold and absolutely assigned and transferred to the Purchaser, and the Purchaser will have the legal and beneficial right to be paid the face amount of such Purchased Receivable free of any Adverse Claim. Such Purchased Receivable is sold hereunder in good faith and without actual intent to hinder, delay or defraud present or future creditors of such Seller.
(c) Such Purchased Receivable and the applicable Contract (i) constitutes a bona fide, existing and enforceable legal, valid and binding obligation of the applicable Approved Obligor, (ii) arose out of an arm’s-length sale by such Seller of Goods and the provision of any related services, in each case, in the ordinary course of its and, to the knowledge of such Seller, s...
Purchased Receivables. Purchased Receivables shall mean Receivables and all Receivables Property in respect thereof that SalesCo purchases pursuant to this Agreement.
Purchased Receivables. All trade, accounts, and notes receivable arising out of the sale or lease of goods or the rendition of services by Seller, and all security therefor (hereinafter called the "Purchased Receivables").
Purchased Receivables. Each Seller hereby makes the following representations and warranties with respect to each Purchased Receivable sold by it for the benefit of the Administrative Agent and each Purchaser as of the applicable Purchase Date with respect to such Purchased Receivable:
Purchased Receivables. The information in the Receivables List and otherwise provided to Purchaser in accordance with the procedures described in Section 3 is true and accurate, and, as supplemented from time to time, identifies and sets forth accurate and complete financial information with respect to each of the Receivables to be purchased as of the Purchase Date. All names, account numbers, addresses, phone numbers, key contact information and other non-financial information in the Receivables List or in any written or electronic format previously approved by Purchaser that is delivered to Purchaser on its behalf will be true, complete and correct in all respects as of the applicable Purchase Date as relates to each such Receivable and the applicable Obligor. The true and correct amount of the principal indebtedness, excluding any late charges or late fees, lawfully owing under each of such Receivables as of the Purchase Date is set forth in the Receivables List and in such other information and said amount represents the balance that is lawfully owing under such Receivable, net of any credits or returns owing to such Obligor or any late charges or late fees. Each Purchased Receivable has a positive balance as of the Purchase Date. No Purchased Receivable has been settled or discharged in bankruptcy or otherwise. No Purchased Receivable shall represent or include any interest charges, late fees or late charges.
Purchased Receivables. Each Seller hereby makes the following representations and warranties with respect to each Purchased Receivable sold by it for the benefit of the Administrative Agent and each Purchaser as of the applicable Purchase Date with respect to such Purchased Receivable: (c) Prior to giving effect to the sale of such Purchased Receivable, such Seller has a valid ownership interest therein, free and clear of any Adverse Claim. Such Purchased Receivable is a valid, current and freely assignable trade account receivable and the assignment of such Purchased Receivable is not subject to a consent requirement by any third party to the sale or other transfer of such Purchased Receivable or the grant of a security interest or other lien in such Purchased Receivable other than consents previously obtained in writing by such Seller and that remain in effect as of the Purchase Date. Such Seller shall have provided to the Administrative Agent the Contract number no later than the Reconciliation Date immediately following the purchase of such Purchased Receivable; provided that such information may be provided in the related Servicing Report submitted on such Reconciliation Date via the PrimeRevenue System.
Purchased Receivables. With respect to each Purchased Receivable sold pursuant to this Agreement (including, without limitation, claims which may be satisfied by set-off of any amounts due under any Purchased Receivable), the Seller represents and warrants, as follows:
Purchased Receivables. The information in the Receivables List and otherwise provided to Purchasers and Purchasers’ Agent in accordance with the procedures described in Section 3 is true and accurate, and, as supplemented from time to time, identifies and sets forth accurate and complete financial information with respect to each of the Receivables to be purchased as of the Purchase Date. All names, account numbers, addresses, phone numbers, key contact information and other non-financial information either in an Obligor Letter or in the Receivables List or in any written or electronic format previously approved by Purchasers or Purchasers’ Agent that is delivered to Purchasers or to Purchasers’ Agent on their behalf will be true, complete and correct in all respects as of the applicable Purchase Date as relates to each such Receivable and the applicable Obligor. The true and correct amount of the principal indebtedness, excluding any late charges or late fees, lawfully owing under each of such Receivables as of the Purchase Date is set forth in the Receivables List and in such other information and said amount represents the balance that is lawfully owing under such Receivable, net of any credits or returns owing to such Obligor or any late charges or late fees. Each Purchased Receivable has a positive balance as of the Purchase Date. No Purchased Receivable has been settled or discharged in bankruptcy or otherwise. No Purchased Receivable shall represent or include any interest charges, late fees or late charges.
Purchased Receivables. For the purposes of Article 1,526 of the Spanish Civil Code, the Parties hereby execute this notarial deed through which the aforementioned transfer of Purchased Receivables is notarised. The appearing persons deliver to me, the Notary, the abovementioned Lists of Purchased Receivables [in electronic form][, which I attach to the original document of this public deed / which I deposit with me], considering its whole content to be herein reproduced, and which includes the Purchased Receivables, which are outstanding receivables relating to invoices (including any applicable value added tax) issued to customers by AGCO Iberia with an invoice issue date falling in the period commencing on (and including) [insert date of previous Assignment Deed, if any, or any previous date in case of the first Assignment Deed] and ending on (but excluding) [include date of the Assignment Deed]. [The first and the last Purchased Receivables transferred by AGCO Iberia and included in the Lists of Purchased Receivables deposited with me are identified in Annex [ ] to this Deed.] In addition, certain Purchased Receivables are evidenced by draft instruments (título-valor o documento cambiario) or in any document or instrument that has the purpose of transferring funds (instrumentos con función de giro), which credit rights arising therein have been transferred by means of an ordinary assignment to the Company, acquiring likewise the Company, the ownership of the physical document, draft instruments (título-valor o documento cambiario) or any document or instrument that has the purpose of transferring funds (instrumentos con función de giro) representing such credit rights. Nonetheless, it is agreed, that except otherwise indicated to AGCO Iberia by the Company, in these cases, AGCO Iberia shall retain mere direct possession (posesión inmediata) of such physical document itself, for the purposes of AGCO Iberia’s agency collection obligations vis-à-vis the relevant debtors pursuant to the Agreement, which in any case would be delivered immediately by AGCO Iberia to the Company at its simple request. [Lists of Purchased Receivables shall identify all the receivables. With respect to those which are evidenced by draft instruments (título-valor o documento cambiario) or in any document or instrument that has the purpose of transferring funds (instrumento con función de giro), please note that it has to be expressly declared:
Purchased Receivables. Subject to the terms and conditions set forth below and in the Agreement, Assignor agrees to sell to TCE and TCE agrees to purchase the Receivables (the "Purchased Receivables") particulars of which (including, without limitation, names of Account Debtors, invoice particulars and Designated Due Dates) are set out as follows and/or in any attached Schedule "A". ------------------------------------------------------------------------------------------------------------------------------------ DATE OF INVOICE INVOICE DESIGNATED NO NAME OF ACCOUNT DEBTOR INVOICE NUMBER CLAIM NUMBER AMOUNT ($) DUE DATE ------------------------------------------------------------------------------------------------------------------------------------ 1 ------------------------------------------------------------------------------------------------------------------------------------ 2 ------------------------------------------------------------------------------------------------------------------------------------ 3 ------------------------------------------------------------------------------------------------------------------------------------ 4 ------------------------------------------------------------------------------------------------------------------------------------ 5 ==================================================================================================================================== Total ------------------------------------------------------------------------------------------------------------------------------------ PURCHASE PRICE: ================================================================================================= ================== Gross Value of Receivables Purchased: --------------------------------------- ------- ---------- ----------- -------------------------- ------------------ Discount: ( days @ per day) ------------------------------------------------------------------------------------------------- ------------------ Administrative Fee: ------------------------------------------------------------------------------------------------- ------------------ Holdback/Reserve: (XX%) ------------------------------------------------------------------------------------------------- ------------------ Other: ------------------------------------------------------------------------------------------------- ------------------ Other: ------------------------------------------------------------------------------------------------- --------...
