Purchased Receivables Clause Samples
The Purchased Receivables clause defines the terms under which a party, typically a financial institution or factor, acquires the rights to receive payments from invoices or accounts receivable originally owed to another party. In practice, this clause specifies which receivables are eligible for purchase, the process for transferring ownership, and any conditions or representations required from the seller, such as the receivables being valid and undisputed. Its core function is to facilitate the transfer of payment rights, providing immediate liquidity to the seller while shifting the risk of collection to the purchaser.
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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. 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. 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. Purchased Receivables shall mean Receivables and all Receivables Property in respect thereof that SalesCo purchases pursuant to this Agreement.
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. 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. Exhibit “1” to each Assignment contains a true and correct list of the Approved Customers, the purchase order numbers, and the invoice numbers (the invoices and all documentation relating to the Purchased Receivables collectively the “Receivables Documentation”), and the Initial Payments in respect thereof which comprise the Purchased Receivables on such Purchase Date. Buyer has received true and correct copies of the Receivables Documentation relating to each of the Purchased Receivables referred to in clause (ii) of Section 1(c). None of the Purchased Receivables are currently evidenced by chattel paper or instruments. Each of the Purchased Receivables is in full force and effect and is the valid and binding obligation of the parties thereto, enforceable in accordance with its terms, and constitutes the applicable Approved Customer’s legal, valid and binding obligation to pay to the applicable Seller the amount of the Purchased Receivables, subject, as to enforcement of such Approved Customer’s payment obligation, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights. Neither the applicable Seller nor any of the Approved Customers is in default in the performance of any of the provisions of the Receivables Documentation applicable to its transactions included within the Purchased Receivables. The applicable Seller has delivered to each Approved Customer all equipment and related materials and performed all services required to be so delivered or performed by the terms of the Receivables Documentation for its Purchased Receivables. The payments due with respect to each Purchased Receivable are not contingent upon such Seller’s fulfillment of any obligation.
Purchased Receivables. Where any Receivables are sold to Burdale by a Facility Company under the Receivables Finance Facility, such Receivables shall upon title to them passing to Burdale under the terms of the Facility Agreement stand released from the Security Interests created by this Deed.
Purchased Receivables. The parties hereto acknowledge and agree --------------------- that any release by Agent of its Lien on Purchased Receivables that was made prior to the Effective Date shall not be deemed to include, and Agent shall continue to hold a Lien on, all of Borrower's cash, cash equivalents, and deposit accounts.
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: