Receivables Purchase Sample Clauses
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Receivables Purchase. (a) Citibank and the Supplier hereby agrees that, simultaneously with Citibank’s deposit in the Designated Account of the Discount Proceeds set forth in the Discount Offer:
(i) the whole of the Supplier’s right, title and interest in the Receivable(s) to which the Discount Offer relates shall transfer and assign to Citibank, absolutely, (ii) the Seller irrevocably authorizes Citibank to give, or not give, the Buyer notice of the transfer and assignment at such time and in such manner as Citibank may decide, (iii) the Seller acknowledges Citibank as true owner of the Receivable(s) entitled to receive full payment of any amount specified in the Pre-Payment Notice with respect to such Receivable(s). No further writing shall be necessary to evidence such transfer of ownership. Notwithstanding the foregoing, Supplier agrees to sign all such other documents, and take all such further actions, as Citibank may reasonably request from time to time to evidence this transfer of ownership.
(b) Supplier hereby agrees that its obligations under this Agreement and any Discount Offers issued by it shall not be affected by the invalidity, unenforceability, existence, performance or non-performance of the relevant underlying transaction, which (and any liability for which) shall be between Supplier and the relevant Buyer only.
(c) It is the intention of Supplier and Citibank that each purchase and sale of Receivables pursuant to this Article II shall constitute a true sale, which sale will be absolute and irrevocable and provide Citibank with the full benefits and burdens of ownership of such Receivables. The sale of Receivables hereunder is made without recourse to the Supplier provided, however, that such sale does not constitute and is not intended to result in an assumption by Citibank of any obligation of Supplier or any other person arising in connection with the Receivables or any other obligations of Supplier.
Receivables Purchase. Following the occurrence and during the continuance of an Event of Default, Laurus may, at its option, elect to convert the credit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by Laurus (subsequent notice of which Laurus shall provide to Company Agent), the Companies shall be deemed to hereby have sold, assigned, transferred, conveyed and delivered to Laurus, and Laurus shall be deemed to have purchased and received from the Companies, all right, title and interest of the Companies in and to all Accounts which shall at any time constitute Eligible Accounts (the “Receivables Purchase”). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Laurus of its secured creditor rights under Article 9 of the UCC. Immediately following Laurus’ request, the Companies shall execute all such further documentation as may be required by Laurus to more fully set forth the accounts receivable purchase facility herein contemplated, including, without limitation, Laurus’ standard form of accounts receivable purchase agreement and account debtor notification letters, but any Company’s failure to enter into any such documentation shall not impair or affect the Receivables Purchase in any manner whatsoever.
Receivables Purchase. Under the terms of the Existing Advisory Agreement, Oaktree has advanced and agreed to continue to advance all Organization and Offering Expenses (other than Selling Commissions and Stockholder Servicing Fees) on behalf of the REIT through July 6, 2022 and the REIT has agreed to reimburse Oaktree for all such advanced expenses ratably over the 60 months following July 6, 2022. In accordance with the terms of the New Advisory Agreement, Brookfield agrees to assume the obligation to advance all Organization and Offering Expenses of the REIT through July 6, 2022. On the date hereof, Brookfield and Oaktree shall enter into, and agree to perform, the Receivables Purchase Agreement, pursuant to which Brookfield shall purchase from Oaktree at face value the dollar amounts as of the Transaction Effective Date of (a) Oaktree’s receivable for the reimbursable Organization and Offering Expenses, and (b) Oaktree’s receivable from the Oaktree REIT iCapital Access Fund SPC incurred in connection with certain reimbursable operating expenses of Oaktree REIT iCapital Access Fund SPC.
Receivables Purchase. Parent and the Company shall negotiate in good faith and use commercially reasonable efforts to enter into (or to cause their applicable Subsidiaries or special purpose entities to enter into), no later than the thirtieth (30th) day after the date of this Agreement, a mutually acceptable receivables purchase agreement substantially on the terms and conditions set forth in Section 5.22 of the Parent Disclosure Letter (the “Receivables Purchase Agreement”) under which, on the terms and subject to the conditions set forth in the Receivables Purchase Agreement, Parent (or its applicable Subsidiary or special purpose entity) shall, from time to time upon request of the Company commencing after the date set forth in Section 5.22 of the Parent Disclosure Letter, purchase receivables from the Company or its applicable Subsidiary (or special purpose entity) at par for an aggregate purchase price of up to AUS $50,000,000.