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, such Approved Obligor’s businesses. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such Seller. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller. (d) The Goods deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date. (e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is, if applicable, the subject of a valid and existing Account Control Agreement. (f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price. (g) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC. (h) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned Person. (i) Such Purchased Receivable has not been sold or assigned to any Person other than the Purchaser. (j) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms. (k) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute with respect to such Purchased Receivable. (l) Such Purchased Receivable is denominated in a Designated Currency. (m) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once. (n) The Maturity Date for such Purchased Receivable is not more than one hundred eighty (180) days after the issuance date of the Invoice with respect thereto. (o) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser. (p) To Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred and is continuing. (q) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or to Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
Appears in 2 contracts
Samples: Master Accounts Receivable Purchase Agreement (Plexus Corp), Accounts Receivable Purchase Agreement (Plexus Corp)
Purchased Receivables. Each Seller hereby makes The information in the following representations Receivables List and warranties otherwise provided to SunTrust 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 Purchased Receivable sold by it for the benefit of the Purchaser 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 SunTrust that is delivered to SunTrust 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 amounts represent the balances that are lawfully owing under such Receivables, net of any credits or returns owing to Obligors or any late charges or late fees. Each Purchased Receivable has a positive balance as of the Purchase Date. No Purchased Receivables have been settled or discharged in bankruptcy or otherwise. No Purchased Receivable shall represent or include any interest charges, late fees or late charges. Title to the Purchased Receivables. Other than with respect to the SPV Receivables, there has been no prior sale, assignment or transfer of any rights or interest in any of the Receivables to be purchased as of such Purchase Date or other Purchased Receivable:
(a) Prior to giving effect Assets related thereto. Each Company is the sole owner and has good, valid, complete and freely marketable title in and to the sale Receivables and Purchased Assets related thereto (including, but not limited to, the related obligations thereunder) which are purchased from it by SunTrust, and none of such Receivables or Purchased ReceivableAssets are subject to any Lien, other than (i) the rights and interests of SunTrust pursuant to this Agreement, and (ii) those security interests, if any, identified on Schedule 3, and all such Seller has a Persons claiming such interests have executed and delivered, or authorized the filing of, releases or terminations of all such interests relating to such Receivables or other Purchased Assets in form and substance satisfactory to SunTrust. The execution and delivery of this Agreement is sufficient to transfer all rights, title and interests in and to such Receivables and other Purchased Assets related thereto (and the related obligations thereunder), and as of the Purchase Date, SunTrust will be vested with good, valid ownership interest thereinand freely assignable and marketable title in and to such Receivables and Purchased Assets related thereto (including the related obligations), free and clear of any Adverse ClaimLiens. Such Purchased Receivable is a valid, current Each Company has full right and freely assignable trade account receivable authority to sell and the assignment assign each of such Receivables and other Purchased Receivable is not subject Assets to a SunTrust pursuant to this Agreement, without the approval or consent requirement by of any third party to the sale Obligor 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, such Approved Obligor’s businesses. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such Seller. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.
(d) The Goods deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is, if applicable, the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(h) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned Person.
(i) Such Purchased Receivable has not been sold or assigned to any Person other than the Purchaser.
(j) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(k) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute with respect to such Purchased Receivable.
(l) Such Purchased Receivable is denominated in a Designated Currency.
(m) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(n) The Maturity Date for such Purchased Receivable is not more than one hundred eighty (180) days after the issuance date of the Invoice with respect thereto.
(o) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser.
(p) To Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred and is continuing.
(q) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or to Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
Appears in 1 contract
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. Such Seller shall have provided to the Purchaser 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.
(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, except, in each case, as may be required in order to comply with FACA. 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 arising out of an arm’s-length sale by such Seller of Goods and the provision of any related servicesServices, in each case, in the ordinary course of its and, to the knowledge of such Seller, and such Approved Obligor’s businessesbusinesses subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such SellerSeller subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods and Services with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.
(d) The Goods and Services deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Existing Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is, if applicable, is the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) The applicable Approved Obligor has not in the past failed to pay any material sum due and payable to such Seller in circumstances where such Seller did not waive or consent to such failure.
(h) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(hi) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned PersonSeller.
(ij) Such Purchased Receivable has not been sold or assigned to any Person other than the Purchaser.
(jk) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(kl) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute or event of default with respect to such Purchased Receivable.
(lm) Such Purchased Receivable is an Eligible Receivable and is denominated in a Designated CurrencyU.S. Dollars.
(mn) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(no) The Maturity Date for such Purchased Receivable is not more than one hundred eighty sixty (18060) days after the issuance date of the Invoice with respect thereto.
(op) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser.
(pq) To the applicable Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred not ceased to pay its debts as they become due, and is continuingnone of its payment obligations are subject to moratorium or any other similar event or condition.
(qr) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or or, to the applicable Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
Appears in 1 contract
Samples: Master Accounts Receivable Purchase Agreement (Computer Sciences Corp)
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:
(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. 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 Portfolio Report submitted on such Reconciliation Date via the PrimeRevenue System.
(b) The sale of such Purchased Receivable by such Seller to the Purchaser Administrative Agent, on behalf of the Purchasers, under the Purchase Documents constitutes a true sale or other absolute transfer of such Purchased Receivable by such Seller to the Purchaser Administrative Agent and upon purchase by the PurchaserAdministrative Agent, such Purchased Receivable will have been validly and absolutely assigned, transferred and sold to the Purchaser Administrative Agent and the Purchaser Administrative Agent 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 Seller, any Purchaser or the Purchaser Administrative Agent 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, except, in each case, as may be required in order to comply with FACA. 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 PurchaserAdministrative Agent on behalf of the Purchasers, and the Purchaser Administrative Agent 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 arising out of an arm’s-length sale by such Seller of Goods and the provision of any related servicesServices relating to information technology and outsourcing solutions, in each case, in the ordinary course of its and, to the knowledge of such Seller, and such Approved Obligor’s businessesbusinesses subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such SellerSeller subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods and Services with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.
(d) The Goods and Services deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is, if applicable, is the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) The applicable Approved Obligor has not in the past failed to pay any material sum due and payable to such Seller in circumstances where such Seller did not waive or consent to such failure.
(h) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser Administrative Agent exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(hi) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned PersonSeller.
(ij) Such Purchased Receivable has not been sold or assigned to any Person other than the PurchaserAdministrative Agent.
(jk) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(kl) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute or event of default with respect to such Purchased Receivable.
(lm) Such Purchased Receivable is an Eligible Receivable and is denominated in a Designated CurrencyU.S. Dollars.
(mn) Such Purchased Receivable does not represent a progress billing or a sale on a xxxxbxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(no) The Maturity Date for such Purchased Receivable is not more than one hundred eighty sixty (18060) days after the issuance date of the Invoice with respect thereto.
(op) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the PurchaserAdministrative Agent and the Purchasers.
(pq) To the applicable Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred not ceased to pay its debts as they become due, and is continuingnone of its payment obligations are subject to moratorium or any other similar event or condition.
(qr) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or or, to the applicable Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
(s) If such Purchased Receivable is an Eligible Unbilled Receivable, the Total Outstanding Amount of such Purchased Receivable, when added to the Total Outstanding Amount of all other Eligible Unbilled Receivables will not exceed 50% of the Total Outstanding Amount.
(t) Such Purchased Receivable arises from a Designated Project.
(u) The applicable Approved Obligor is not (i) a Sanctioned Person or (ii) a natural Person acting in its individual capacity.
Appears in 1 contract
Samples: Master Accounts Receivable Purchase Agreement (Caci International Inc /De/)
Purchased Receivables. Each The 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 the 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 the Seller and that remain in effect as of the Purchase Date.
(b) The sale of such Purchased Receivable by such the Seller to the Purchaser under the Purchase Documents constitutes a true sale or other absolute transfer of such Purchased Receivable by such the 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 the 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 the Seller. All of such the 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 the 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 subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. Such Purchased Receivable arises out of an arm’s-length sale by such the 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, and such Approved Obligor’s businesses. This Agreement creates a valid security interest in each Purchased Receivable. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such the Seller. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such the Seller.
(d) The Goods deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Existing Depositary Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is, if applicable, the subject modified by or on behalf of a valid and existing Account Control AgreementSeller.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase PricePrice or Adjusted Purchase Price (and for the avoidance of doubt, the Dilution Reserve is disregarded for the purpose of this clause).
(g) The applicable Approved Obligor has not in the past failed to pay any material sum due and payable to the Seller in circumstances where the Seller did not waive or consent to such failure.
(h) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(hi) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned Person.
(ij) Such Purchased Receivable has not been sold or assigned to any Person other than the PurchaserPurchaser and the sale of such Purchased Receivable by the Seller to the Purchaser hereunder is permitted under the Edgewell Credit Agreement.
(jk) Neither such the Seller, nor, to the best of such the Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(kl) Neither such the Seller nor nor, to the best of the Seller’s knowledge, the applicable Approved Obligor Obligor, has asserted any Dispute with respect to such Purchased Receivable.
(lm) Such Purchased Receivable is denominated in a Designated CurrencyU.S. Dollars.
(mn) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(no) The Maturity Date for such Purchased Receivable is not more than one hundred eighty and twenty (180120) days after the issuance date of the Invoice with respect thereto.
(op) There are no facts known to such the Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser.
(pq) To the Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred and is continuing.
(qr) There are no actions, claims or proceedings now pending between such the Seller and the applicable Approved Obligor. There are no pending or or, to the Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
Appears in 1 contract
Samples: Accounts Receivable Purchase Agreement (EDGEWELL PERSONAL CARE Co)
Purchased Receivables. Each Seller hereby makes agrees, at all times prior to 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 ReceivableFinal Collection Date:
(a) Prior to giving effect to To duly perform all its obligations under the sale applicable Contract in respect of such Purchased Receivable, such Seller has a valid ownership interest therein, free and clear of any Adverse Claim. Such each Purchased Receivable is a valid, current and freely assignable trade account receivable and the assignment of so that each such Purchased Receivable is not subject to remains 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 ObligorBuyer enforceable against such Approved Buyer in accordance with its terms, (ii) arose out and in its capacity as servicer hereunder, shall take all commercially reasonable measures to minimize or prevent any loss which may be incurred by the Administrative Agent or any of an arm’s-length sale the Banks in the event of nonperformance of the Contract by such Seller or nonpayment of Goods an invoice by such Approved Buyer.
(b) Not to amend any applicable Contract in any manner or have any dealing or other arrangement with the applicable Approved Buyer that adversely affects the collectibility or insurability of the applicable Purchased Receivable or the due date for payment of such Purchase Receivable, cancel or terminate such Contract and not to, or purport to, terminate, revoke or vary any term or condition of or extend the provision Maturity Date of any related servicesPurchased Receivable, in each case, without the prior consent in writing of the ordinary course Administrative Agent, and to refrain from any other action which would in any way prejudice or limit the Administrative Agent’s or any Bank’s rights under or in respect of its and, to the knowledge any Purchased Receivable.
(c) To ensure that it has shipped all goods in respect of such Seller, such Approved Obligor’s businesses. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such Seller. Such each Purchased Receivable and the related Contract under which it arises comply with, and the Goods with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, conformity in all material respects, the requirements of respects with all applicable laws, rules, regulations or orders of any Governmental Authority Laws (including without limitation import and do not contravene any agreement binding upon such Sellerexport Laws).
(d) The Goods deliverable To take such action as may be required by applicable Law to perfect a sale, transfer and assignment to the Banks of each Purchased Receivable, and in the case of each Purchased Receivable sold hereunder (other than any related services provided Purchased Receivable sold hereunder by WFSS or WFSE), such that, among other things, the Banks shall be entitled to receive or take action to recover such Purchased Receivable outstanding from the applicable Approved Obligor Buyer without such Seller being required to join in, being a party to or taking in connection with such Purchased Receivable were received by its own name legal action against such Approved Obligor not later than the applicable Purchase DateBuyer.
(e) The Seller has instructed each Approved Obligor Except as otherwise provided herein, not to sell, transfer or assign (by operation of Law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon any Purchased Receivable, such Seller’s rights, title and interest in writing to pay all amounts owing on Purchased Receivables only and to the applicable Seller AccountContract in respect of such Purchased Receivable, which instructions have or any other interest therein and not been revoked to, or purport to, sell, transfer or assign or otherwise modified. The applicable Seller Account has been established and is deal with any of its rights in effect, and respect of such Seller Account is, if applicable, the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) No note, account, instrument, document, contract right, general intangible, chattel paper Contract or other form of obligation other than that which has been assigned to the Purchaser exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” Seller shall provide the Administrative Agent with a release or “chattel paper” as such terms are defined in the UCC.
(h) The applicable Approved Obligor is not an Affiliate or Subsidiary disclaimer of any Seller and is not a Sanctioned Person.
(i) Such Purchased Receivable has not been sold or assigned to Adverse Claim purportedly created by any other Person other than the Purchaser.
(j) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(k) Neither such Seller nor the applicable Approved Obligor has asserted over any Dispute with respect to such Purchased Receivable.
(l) Such Purchased Receivable is denominated in a Designated Currency.
(m) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(n) The Maturity Date for such Purchased Receivable is not more than one hundred eighty (180) days after the issuance date of the Invoice with respect thereto.
(o) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser.
(p) To Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred and is continuing.
(q) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or to Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
Appears in 1 contract
Samples: Master Accounts Receivable Purchase Agreement (World Fuel Services Corp)
Purchased Receivables. Each Seller hereby makes the following representations and warranties with respect to each Purchased Receivable sold by it for the benefit For a period 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, such Approved Obligor’s businesses. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such Seller. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.
(d) The Goods deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is, if applicable, the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(h) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned Person.
(i) Such Purchased Receivable has not been sold or assigned to any Person other than the Purchaser.
(j) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(k) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute with respect to such Purchased Receivable.
(l) Such Purchased Receivable is denominated in a Designated Currency.
(m) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(n) The Maturity Date for such Purchased Receivable is not more than one hundred eighty (180) days after immediately following the issuance date Closing Date (the "Collection Period"), Buyer shall use reasonable efforts to collect the Purchased Receivables; provided, however, that the Buyer shall not be obligated to retain the services of collection agencies or attorneys, commence legal action or take extraordinary efforts in connection with collection of the Invoice with respect thereto.
(o) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser.
(p) To Seller’s knowledge, no Insolvency Event Receivables. Payments received with respect to the applicable Approved Obligor has occurred and is continuing.
(q) There are no actionsPurchased Receivables shall be applied to outstanding receivables in the order of the occurrence unless otherwise directed by the account debtor, claims in which event payment shall be applied as directed by the account debtor. On or proceedings now pending between such Seller and before the applicable Approved Obligor15th day of each calendar month following the Closing Date the Buyer shall provide PMC with a written update of the collection of the Purchased Receivables. There are no pending Any amounts charged against the Purchased Receivables for returns, allowances or to Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected trade credits shall be deemed as amounts collected with respect to such Purchased ReceivableReceivables. Upon completion of the Collection Period, Buyer shall provide PMC with a statement of all collections made with respect to the Purchased Receivables and provide PMC with reasonable access upon reasonable notice to such records as PMC may reasonably request in order to verify collection of the Purchased Receivables by Buyer. In the event less than the aggregate amount of the Purchased Receivables set forth on Schedule 1.2 is collected by Buyer during the Collection Period, the parties agree that (i) the Purchase Price shall be reduced by the amount of such short fall, and (ii)the Buyer shall transfer to PMC the uncollected Purchased Receivables. If the Purchase Price is reduced pursuant to this Section 3.11.1, then subject to the provisions set forth below, PMC agrees that is shall pay Buyer the amount of such Purchase Price reduction within ten (10) days after the Collection Period. Any amounts received by the Buyer after the Collection Period with respect to the uncollected Purchased Receivables which have been transferred to PMC shall be immediately paid to PMC upon receipt by the Buyer. Notwithstanding any provision of this agreement to the contrary, as a condition to PMC's payment to Buyer for any Purchase Price reduction pursuant to this Section 3.11.1, with respect to those uncollected Purchased Receivables which are to be transferred to PMC, the Buyer shall (i) warrant to PMC that the Buyer has not sold or shipped any products to account debtors of such uncollected Purchased Receivables at any time when such account debtor's account was more than ninety (90) days past due, and (ii) covenant and agree that no product shall be sold or shipped to such account debtor until such time as the uncollected Purchased Receivable is collected by PMC or otherwise settled by PMC.
Appears in 1 contract
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. Such Seller shall have provided to the Purchaser the Invoice 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 Portfolio Report submitted on such Reconciliation Date via the PrimeRevenue System.
(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, except, in each case, as may be required in order to comply with FACA. 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 arising out of an arm’s-length sale by such Seller of Goods and the provision of any related servicesServices relating to information technology and outsourcing solutions, in each case, in the ordinary course of its and, to the knowledge of such Seller, and such Approved Obligor’s businessesbusinesses subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such SellerSeller subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods and Services with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.
(d) The Goods and Services deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Account or Approved Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account or Approved Account has been established and is in effect, and such Seller Account isor, if applicableon and after the Approved Account Control Date, Approved Account is the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) The applicable Approved Obligor has not in the past failed to pay any material sum due and payable to such Seller in circumstances where such Seller did not waive or consent to such failure.
(h) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(hi) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned PersonSeller.
(ij) Such Purchased Receivable has not been sold or assigned to any Person other than the Purchaser.
(jk) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(kl) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute or event of default with respect to such Purchased Receivable.
(lm) Such Purchased Receivable is an Eligible Receivable and is denominated in a Designated CurrencyU.S. Dollars.
(mn) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(no) The Maturity Date for such Purchased Receivable is not more than one hundred eighty sixty (18060) days after the issuance date of the Invoice with respect thereto.
(op) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser.
(pq) To the applicable Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred not ceased to pay its debts as they become due, and is continuingnone of its payment obligations are subject to moratorium or any other similar event or condition.
(qr) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or or, to the applicable Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
(s) The applicable Approved Obligor is not (i) a Sanctioned Person or (ii) a natural Person acting in its individual capacity.
Appears in 1 contract
Samples: Master Accounts Receivable Purchase Agreement (Science Applications International Corp)
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 Upon purchase by the Purchaser of such Purchased Receivable by from 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 PurchaserDocuments, 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 (other than, in the case of Seller A, if such Purchased Receivable is an English Law Receivable, the giving of notice of assignment to 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 SellerSeller (other than those filings, registrations or recordings that have been made). 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 arising 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, such Approved Obligor’s businessesbusiness. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such Seller. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.. 163908148
(d) The Goods deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Such Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable a Seller Account, which instructions have not been revoked or otherwise modified. The applicable Each Seller Account has been established and is in effect, and such each Seller Account is, if applicable, is the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution Adjustments except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) The applicable Approved Obligor has not in the past twelve (12) months failed to pay without objection or notice of dispute any material sum due and payable to such Seller in circumstances where such Seller did not waive or consent to such failure.
(h) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(hi) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned Person, and, if such Approved Obligor is identified on Schedule A as requiring a Purchased Receivable Guarantor, such Purchased Receivable Guarantor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned Person.
(ij) Such Purchased Receivable has not been sold or assigned by such Seller to any Person other than the Purchaser.
(jk) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(kl) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute with respect to such Purchased Receivable.
(lm) Such Purchased Receivable is denominated in a Designated Currency.
(mn) Such Purchased Receivable does not represent a progress billing or a sale on a 163908148 xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(no) The Maturity Invoice Due Date for such Purchased Receivable is not more than one hundred eighty (180) 90 days after the Invoice Date therefor; provided that notwithstanding the foregoing if such Purchased Receivable is an English Law Receivable, the period of time between the issuance date of the related Invoice with respect theretoand the Invoice Due Date for such Purchased Receivable: (a) has been specifically agreed between such Seller and the applicable Approved Obligor, and (b) does not exceed 60 days or, where such period does exceed 60 days: (1) is not a deviation from good commercial practice and has been agreed in good faith and in the course of fair dealing (taking into account the nature of goods and services to which such Invoice relates), and (2) there is a legitimate and objective reason for such period to exceed 60 days.
(op) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might are reasonably likely to have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser.
(pq) To Seller’s knowledge, no No Insolvency Event with respect to the applicable Approved Obligor has occurred and is continuing.
(qr) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved ObligorObligor related to or in any way connected to such Purchased Receivable. There are no pending or to Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
(s) Such Purchased Receivable, if originated by an Approved Obligor identified on Schedule A as having a Purchased Receivable Guarantor, is the subject of a legal, valid and binding guaranty by a Purchased Receivable Guarantor, which guaranty (i) guarantees the payment of such Purchased Receivable on its Invoice Due Date, and (ii) runs to the benefit of, and is enforceable by, Purchaser. To the extent that additional documentation or notices are required to be prepared, executed and/or delivered to the Purchased Receivable Guarantor or additional steps are required to be undertaken, in order to assign such guaranty to Purchaser, such documentation or notices have been prepared, executed and/or delivered and such additional steps have been undertaken.
(t) If such Seller is Seller A, the applicable Approved Obligor is not a natural person and no Personal Data of any natural person appears in the Invoice with respect to such Purchased Receivable.
Appears in 1 contract
Samples: Master Accounts Receivable Purchase Agreement (Zebra Technologies Corp)
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:
(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. 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.
(b) The sale of such Purchased Receivable by such Seller to the Purchaser Administrative Agent, on behalf of the Purchasers, under the Purchase Documents constitutes a true sale or other absolute transfer of such Purchased Receivable by such Seller to the Purchaser Administrative Agent and upon purchase by the PurchaserAdministrative Agent, such Purchased Receivable will have been validly and absolutely assigned, transferred and sold to the Purchaser Administrative Agent and the Purchaser Administrative Agent 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 Seller, any Purchaser or the Purchaser Administrative Agent 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, except, in each case, as may be required in order to comply with FACA. 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 PurchaserAdministrative Agent on behalf of the Purchasers, and the Purchaser Administrative Agent 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 arising out of an arm’s-length sale by such Seller of Goods and the provision of any related servicesServices, in each case, in the ordinary course of its and, to the knowledge of such Seller, and such Approved Obligor’s businessesbusinesses subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such SellerSeller subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods and Services with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.
(d) The Goods and Services deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Existing Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller the Collection Account is, if applicable, is the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) The applicable Approved Obligor has not in the past failed to pay any material sum due and payable to such Seller in circumstances where such Seller did not waive or consent to such failure.
(h) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser Administrative Agent exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(hi) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned PersonSeller.
(ij) Such Purchased Receivable has not been sold or assigned to any Person other than the PurchaserAdministrative Agent.
(jk) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(kl) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute or event of default with respect to such Purchased Receivable.. \
(lm) Such Purchased Receivable is an Eligible Receivable and is denominated in a Designated CurrencyU.S. Dollars.
(mn) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(no) The Maturity Date for such Purchased Receivable is not more than one hundred eighty sixty (18060) days after the issuance date of the Invoice with respect thereto.
(op) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the PurchaserAdministrative Agent and the Purchasers.
(pq) To the applicable Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred not ceased to pay its debts as they become due, and is continuingnone of its payment obligations are subject to moratorium or any other similar event or condition.
(qr) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or or, to the applicable Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
(s) If such Purchased Receivable is an Eligible Unbilled Receivable, the Total Outstanding Amount of such Purchased Receivable, when added to the Total Outstanding Amount of all other Eligible Unbilled Receivables will not exceed 60% of the Aggregate Commitment.
Appears in 1 contract
Samples: Master Accounts Receivable Purchase Agreement (DXC Technology Co)
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:
(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. 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 Portfolio Report submitted on such Reconciliation Date via the PrimeRevenue System.
(b) The sale of such Purchased Receivable by such Seller to the Purchaser Administrative Agent, on behalf of the Purchasers, under the Purchase Documents constitutes a true sale or other absolute transfer of such Purchased Receivable by such Seller to the Purchaser Administrative Agent and upon purchase by the PurchaserAdministrative Agent, such Purchased Receivable will have been validly and absolutely assigned, transferred and sold to the Purchaser Administrative Agent and the Purchaser Administrative Agent 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 Seller, any Purchaser or the Purchaser Administrative Agent 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, except, in each case, as may be required in order to comply with FACA. 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 PurchaserAdministrative Agent on behalf of the Purchasers, and the Purchaser Administrative Agent 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 arising out of an arm’s-length sale by such Seller of Goods and the provision of any related servicesServices relating to information technology and outsourcing solutions, in each case, in the ordinary course of its and, to the knowledge of such Seller, and such Approved Obligor’s businessesbusinesses subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such SellerSeller subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods and Services with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.
(d) The Goods and Services deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is, if applicable, is the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) The applicable Approved Obligor has not in the past failed to pay any material sum due and payable to such Seller in circumstances where such Seller did not waive or consent to such failure.
(h) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser Administrative Agent exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(hi) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned PersonSeller.
(ij) Such Purchased Receivable has not been sold or assigned to any Person other than the PurchaserAdministrative Agent.
(jk) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(kl) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute or event of default with respect to such Purchased Receivable.
(lm) Such Purchased Receivable is an Eligible Receivable and is denominated in a Designated CurrencyU.S. Dollars.
(mn) Such Purchased Receivable does not represent a progress billing or a sale on a xxxxbill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(no) The Maturity Date for such Purchased Receivable is not more than one hundred eighty sixty (18060) days after the issuance date of the Invoice with respect thereto.
(op) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the PurchaserAdministrative Agent and the Purchasers.
(pq) To the applicable Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred not ceased to pay its debts as they become due, and is continuingnone of its payment obligations are subject to moratorium or any other similar event or condition.
(qr) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or or, to the applicable Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
(s) If such Purchased Receivable is an Eligible Unbilled Receivable, the Total Outstanding Amount of such Purchased Receivable, when added to the Total Outstanding Amount of all other Eligible Unbilled Receivables will not exceed 50% of the Total Outstanding Amount.
(t) Such Purchased Receivable arises from a Designated Project.
(u) The applicable Approved Obligor is not (i) a Sanctioned Person or (ii) a natural Person acting in its individual capacity.
Appears in 1 contract
Samples: Master Accounts Receivable Purchase Agreement (Caci International Inc /De/)
Purchased Receivables. Each Seller hereby makes the following representations and warranties as of each Purchase Date for the benefit of the Administrative Agent and the Banks with respect to each Purchased Receivable sold by it for the benefit of the Purchaser such Seller as of the applicable Purchase Date with respect to such Purchased Receivabledate:
(a) Prior to giving effect to Such Seller is the sale legal and beneficial owner 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 Upon each purchase 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 Receivables by the PurchaserBanks, such Purchased Receivable will have been validly and absolutely assigned, transferred and sold to the Purchaser and the Purchaser Banks shall acquire a legally valid ownership interest or a first perfected security interest in (or, if such Purchased Receivable is being sold by WFSE or WFSS, an equitable assignment of) such Purchased Receivable, free and clear of any Adverse Claim Claim, without any need on the part of such Seller Seller, the Administrative Agent or the Purchaser any Bank to (i) notify the applicable Approved Obligor Buyer, or (ii) other than any filings necessary in connection with the UCC financing statements required to be filed ownership interest or security interest created hereunder, file, register or record any Purchase Document of the Facility Documents or the sale of such Purchased Receivable under the Laws applicable to such Seller. All .
(c) By virtue of such Seller’s right, title and interest in and right to receive any payment of the Purchase Price for such Purchased Receivable will have been validly sold and absolutely assigned and transferred to the PurchaserReceivable, and the Purchaser will have the legal and beneficial right to be paid the face amount such Seller has received reasonably equivalent value for such Purchased Receivable.
(d) Upon transfer of ownership of such Purchased Receivable free from such Seller to the Banks, no financing statement or other similar instrument or other filing or recordation covering such Purchased Receivable, or any interest therein, is on file in any recording office, except such as may be filed pursuant to this Agreement.
(e) The obligation of such Seller to remit payments received from the applicable Approved Buyer in Dollars to the Banks in the United States, either directly or through the Collection Account, is legally valid under the Laws applicable to such Seller and no foreign exchange registrations or approvals are necessary to effectuate such Dollar payments.
(f) All information provided by such Seller to the Administrative Agent and the Banks (including, without limitation, relating to the applicable Approved Buyer’s past payment history and commercial relationship with such Approved Buyer) is true and accurate, to such Seller’s knowledge and belief, in all material respects and nothing has been given to the Administrative Agent or any Adverse Claim. Bank or withheld from the Administrative Agent or any Bank, in each case by such Seller, that would result in such information provided being untrue or misleading in any material respect.
(g) Such Purchased Receivable is sold hereunder generated from a sale to an Approved Buyer (that is not a subsidiary or Affiliate of such Seller) in good faith an eligible country (to the extent required by the Insurance Policy) pre-approved by the Banks and without actual intent to hinder, delay or defraud present or future creditors of by the Insurer.
(h) Such Purchased Receivable is insured under the Insurance Policy.
(i) Such Purchased Receivable is freely assignable by such Seller.
(cj) Such Purchased Receivable constitutes an amount due and payable by the applicable Approved Buyer on the Maturity Date of such Purchased Receivable and the Maturity Date of such Purchased Receivable is not more than ninety (90) days from the earliest of (i) the date of sale or (ii) dispatch of the goods by the Seller.
(k) Such Purchased Receivable, the applicable Contract and the applicable Invoice comply in all material respects with all applicable Laws.
(l) The applicable Invoice was issued in accordance with the applicable Contract and states that the amount specified in such Invoice will be due and payable to the applicable Seller in Dollars without the need for any other action, delivery of goods or performance of services by such Seller.
(im) Such Purchased Receivable was originated in the ordinary course of such Seller’s business and in accordance with the Parent’s credit and collection policy as then in effect, and subject to Section 7.2(q), such Seller is not aware of any material fact or circumstance why the Banks should not receive the amount due under such Purchased Receivable on or prior to the Maturity Date thereof.
(n) Such Seller has performed all of its obligations under the applicable Contract relating to such Purchased Receivable, including, without limitation, delivery of all goods and services as are due and required under such Contract with respect to the Original Amount as set forth in the applicable Invoice.
(o) Such Purchased Receivable constitutes a bona fide, existing and enforceable the legal, valid and binding obligation of the applicable Approved Obligor, (ii) arose out of an arm’s-length sale Buyer and enforceable by such Seller against such Approved Buyer in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar Laws of Goods general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at Law), and the provision obligations of such Approved Buyer in respect of such Purchased Receivable have not been prepaid in whole or in part.
(p) The goods supplied under the applicable Contract are not subject to any related servicesretention of title or equivalent clauses exercisable by such Seller or third parties, in each case, which would reasonably be expected to adversely affect the interests of the Administrative Agent or the Banks.
(q) Such Purchased Receivable is not subject to a volume or other discount (except to the extent that the amount of such discount has already been taken into account in determining the Agreed Base Value of such Purchased Receivable as set forth in the ordinary course of its and, applicable Purchase Schedule or to the knowledge of such Sellerextent otherwise agreed by the Administrative Agent) or except as otherwise agreed by the Administrative Agent, such subject to any offset, counterclaim, defense or claim by, or dispute with, the applicable Approved Obligor’s businesses. Buyer.
(r) The applicable Contract constitutes an existing is in full force and enforceable legaleffect and such Seller has not received notice that such Seller is in breach thereof.
(s) Subject to Section 7.2(v) and 7.2(aa), valid and binding the applicable Approved Buyer is not in breach of or in default under the applicable Contract or under any other contractual obligation with any of such Seller. Such Purchased Receivable and the related Contract under Facility Parties, which it arises comply with, and the Goods with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance withbreach or default, in each case, would likely cause a “loss” covered under the Insurance Policy.
(t) The applicable Contract does not entitle the applicable Approved Buyer to exercise any set-off rights or counterclaim or to withhold, extend or delay payment on such Purchased Receivable.
(u) Under the Laws of (or applicable to) the applicable jurisdiction of organization in force as at the Closing Date, neither such Seller nor, to such Seller’s or the Parent’s knowledge, the applicable Approved Buyer will be required to make any deduction or withholding from any payment it makes to the Administrative Agent or the Banks in respect of such Purchased Receivable or the applicable Contract, and such Seller has, and such Seller is not aware that the Approved Buyer does not have, all necessary consents and licenses to purchase the underlying goods and services covered by such Purchased Receivable, including all required export and import licenses.
(v) Neither such Seller nor the Parent is aware that an Approved Buyer’s Insolvency has occurred with respect to the applicable Approved Buyer, and except as otherwise agreed by the Administrative Agent and the Insurer, such Approved Buyer is not past due under any obligation to such Seller in respect of Purchased Receivables nor has such Approved Buyer rescheduled or extended the due date of any Purchased Receivable.
(w) Under the Laws of or applicable to the jurisdiction of its organization in force as at the Closing Date, the claims of the Banks against such Seller under the Facility Documents to which such Seller is a party rank no less than pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar Laws of general application.
(x) There is no credit insurance policy (other than the Insurance Policy) in effect in relation to such Purchased Receivable or the applicable Approved Buyer under which any Facility Party is insured or has any rights.
(y) The credit limit under the Insurance Policy with respect to each Approved Buyer is sufficient to cover the Purchased Receivable of such Approved Buyer.
(z) To the extent applicable, the applicable Approved Buyer is in compliance, in all material respects, with (i) the requirements Trading with the Enemy Act, as amended, and each of all applicable lawsthe foreign assets control regulations of the United States Treasury Department (31 CFR, rulesSubtitle B, regulations Chapter V, as amended) and any other enabling legislation or orders of any Governmental Authority executive order relating thereto, and do (ii) the PATRIOT Act, and such Approved Buyer is not contravene any agreement binding upon such Sellerlisted on the OFAC Lists.
(daa) The Goods deliverable Except as otherwise agreed by the Administrative Agent and the Insurer, there are no amounts more than thirty (30) days past due that are payable to and any related services provided Facility Party with respect to any other Receivable of the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase DateBuyer.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is, if applicable, the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(h) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned Person.
(i) Such Purchased Receivable has not been sold or assigned to any Person other than the Purchaser.
(j) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(k) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute with respect to such Purchased Receivable.
(l) Such Purchased Receivable is denominated in a Designated Currency.
(m) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(n) The Maturity Date for such Purchased Receivable is not more than one hundred eighty (180) days after the issuance date of the Invoice with respect thereto.
(o) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser.
(p) To Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred and is continuing.
(q) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or to Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
Appears in 1 contract
Samples: Master Accounts Receivable Purchase Agreement (World Fuel Services Corp)
Purchased Receivables. Each Seller hereby makes (i) Subject to the following subclause (iii), each Account Receivable purchased by Purchaser pursuant to a Bill of Sale constituted an Eligible Receivable in every xxxpect (according to the definition of Eligible Receivable) at the time it was so purchased.
(ii) Subject to the following subclause (iii), each Account Receivable purchased by Purchaser pursuant to a Bill of Sale satisfies, as of each Settlement Date, eaxx xriterion in the definition of "Eligible Receivable" other than those criteria set forth in clauses (d), (g), (h), and (i) of the definition of "Eligible Receivable."
(iii) The preceding subclauses (i) and (ii) are subject to the following:
(A) the representation and warranty set forth in the preceding subclause (ii) shall not apply with respect to any such Account Receivable which has become a Discharged Receivable;
(B) with respect to any such Account Receivable which has become a Designated Receivable, the sole remedy available to Purchaser for any breach of the representations and warranties set forth in the preceding subclauses (i) and (ii) (absent intentional misconduct, fraud, or illegality on Seller's part)shall be the provisions regarding the repurchase thereof pursuant to Section 2.7; and
(C) with respect to each Purchased any such Account 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 which 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 become subject to a consent requirement by Deduction not otherwise disclosed when such Account Receivable was purchased, the sole remedy available to Purchaser for 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 breach of the Purchase Date.
(b) The sale of such Purchased Receivable by such Seller to representations and warranties set forth in 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 preceding subclauses (i) notify the applicable Approved Obligor or and (ii) other than (absent intentional misconduct, fraud, or illegality on Seller's part) shall be the UCC financing statements required provisions regarding the application of Deductions pursuant 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 SellerSection 2.5.
(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, such Approved Obligor’s businesses. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such Seller. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.
(d) The Goods deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is, if applicable, the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(h) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned Person.
(i) Such Purchased Receivable has not been sold or assigned to any Person other than the Purchaser.
(j) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(k) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute with respect to such Purchased Receivable.
(l) Such Purchased Receivable is denominated in a Designated Currency.
(m) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(n) The Maturity Date for such Purchased Receivable is not more than one hundred eighty (180) days after the issuance date of the Invoice with respect thereto.
(o) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Purchaser.
(p) To Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred and is continuing.
(q) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or to Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Conexant Systems Inc)
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:
(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. 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.
(b) The sale of such Purchased Receivable by such Seller to the Purchaser Administrative Agent, on behalf of the Purchasers, under the Purchase Documents constitutes a true sale or other absolute transfer of such Purchased Receivable by such Seller to the Purchaser Administrative Agent and upon purchase by the PurchaserAdministrative Agent, such Purchased Receivable will have been validly and absolutely assigned, transferred and sold to the Purchaser Administrative Agent and the Purchaser Administrative Agent 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 Seller, any Purchaser or the Purchaser Administrative Agent 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, except, in each case, as may be required in order to comply with FACA. 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 PurchaserAdministrative Agent on behalf of the Purchasers, and the Purchaser Administrative Agent 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 arising out of an arm’s-length sale by such Seller of Goods and the provision of any related servicesServices, in each case, in the ordinary course of its and, to the knowledge of such Seller, and such Approved Obligor’s businessesbusinesses subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such SellerSeller subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods and Services with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.
(d) The Goods and Services deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Existing Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is, if applicable, is the subject of a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) The applicable Approved Obligor has not in the past failed to pay any material sum due and payable to such Seller in circumstances where such Seller did not waive or consent to such failure.
(h) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser Administrative Agent exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(hi) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned PersonSeller.
(ij) Such Purchased Receivable has not been sold or assigned to any Person other than the PurchaserAdministrative Agent.
(jk) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(kl) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute or event of default with respect to such Purchased Receivable.
(lm) Such Purchased Receivable is an Eligible Receivable and is denominated in a Designated CurrencyU.S. Dollars.
(mn) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(no) The Maturity Date for such Purchased Receivable is not more than one hundred eighty sixty (18060) days after the issuance date of the Invoice with respect thereto.
(op) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the PurchaserAdministrative Agent and the Purchasers.
(pq) To the applicable Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred not ceased to pay its debts as they become due, and is continuingnone of its payment obligations are subject to moratorium or any other similar event or condition.
(qr) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or or, to the applicable Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
(a) If such Purchased Receivable is an Eligible Unbilled Receivable, the Total Outstanding Amount of such Purchased Receivable, when added to the Total Outstanding Amount of all other Eligible Unbilled Receivables that are Purchased Receivables will not exceed $250,000,000.
Appears in 1 contract
Samples: Master Accounts Receivable Purchase Agreement (CSRA Inc.)
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:
(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. 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.
(b) The sale of such Purchased Receivable by such Seller to the Purchaser Administrative Agent, on behalf of the Purchasers, under the Purchase Documents constitutes a true sale or other absolute transfer of such Purchased Receivable by such Seller to the Purchaser Administrative Agent and upon purchase by the PurchaserAdministrative Agent, such Purchased Receivable will have been validly and absolutely assigned, transferred and sold to the Purchaser Administrative Agent and the Purchaser Administrative Agent 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 Seller, any Purchaser or the Purchaser Administrative Agent 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, except, in each case, as may be required in order to comply with FACA. 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 PurchaserAdministrative Agent on behalf of the Purchasers, and the Purchaser Administrative Agent 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 arising out of an arm’s-length sale by such Seller of Goods and the provision of any related servicesServices, in each case, in the ordinary course of its and, to the knowledge of such Seller, and such Approved Obligor’s businessesbusinesses subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such SellerSeller subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. Such Purchased Receivable and the related Contract under which it arises comply with, and the Goods and Services with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, in each case, in all material respects, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller.
(d) The Goods and Services deliverable to and any related services provided to the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date.
(e) The Seller has instructed each Approved Obligor in writing to pay all amounts owing on Purchased Receivables only to the applicable Seller Existing Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller (i) the Collection Account is, if applicable, is the subject of a valid and existing Account Control Agreement and (ii) (A) with respect to any Joining Seller, at any time after the Joining Seller Sale Commencement Date related to such Joining Seller, any Existing Account with respect to any Joining Seller is subject to a valid and existing Account Control Agreement and (B) any Existing Account with respect to any Existing Seller is subject to a valid and existing Account Control Agreement.
(f) As of the applicable Purchase Date, such Purchased Receivable is not subject to any Dilution except to the extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price.
(g) The applicable Approved Obligor has not in the past failed to pay any material sum due and payable to such Seller in circumstances where such Seller did not waive or consent to such failure.
(h) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Purchaser Administrative Agent exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC.
(hi) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller and is not a Sanctioned PersonSeller.
(ij) Such Purchased Receivable has not been sold or assigned to any Person other than the PurchaserAdministrative Agent.
(jk) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms.
(kl) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute or event of default with respect to such Purchased Receivable.
(lm) Such Purchased Receivable is an Eligible Receivable and is denominated in a Designated CurrencyU.S. Dollars.
(mn) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, does not relate to payments of interest and has not been invoiced more than once.
(no) The Maturity Date for such Purchased Receivable is not more than one hundred eighty sixty (18060) days after the issuance date of the Invoice with respect thereto.
(op) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the PurchaserAdministrative Agent and the Purchasers.
(pq) To the applicable Seller’s knowledge, no Insolvency Event with respect to the applicable Approved Obligor has occurred not ceased to pay its debts as they become due, and is continuingnone of its payment obligations are subject to moratorium or any other similar event or condition.
(qr) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or or, to the applicable Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.
(s) If such Purchased Receivable is an Eligible Unbilled Receivable, the Total Outstanding Amount of such Purchased Receivable, when added to the Total Outstanding Amount of all other Eligible Unbilled Receivables will not exceed 60% of the Aggregate Commitment.
Appears in 1 contract
Samples: Master Accounts Receivable Purchase Agreement (Perspecta Inc.)
