Common use of Remedies for Breach of Warranty Clause in Contracts

Remedies for Breach of Warranty. Non-Conforming Receivables 8.1 If any representation or warranty set out in Part A of Schedule 1 insofar as it relates to the assignability, collectability, validity or enforceability of a Purchased Receivable or if any representation or warranty set out in Part B of Schedule 1 in respect of a Purchased Receivable proves to have been incorrect on the relevant Purchase Date and remains incorrect, or if the relevant Purchased Receivable has never existed (each affected Purchased Receivable being a Non-Conforming Receivable) the Relevant Seller, in respect of each Non-Conforming Receivable, shall treat the amount equal to the Outstanding Balance of the relevant Non-Conforming Receivable as a Deemed Collection and the Relevant Seller shall pay to the relevant Master Purchaser Account an amount equal to the Outstanding Balance of the relevant Non-Conforming Receivable on the next Settlement Date. Notwithstanding the fact that the Deemed Collection shall be paid by the Relevant Seller on the next Settlement Date, for all other purposes including, without limitation, the calculation of the Daily Asset Base, the Deemed Collection shall be deemed to have been received as of the day such Non-Conforming Receivable arises. To the extent that a Seller has made a payment to the Master Purchaser in respect of a Non-Conforming Receivable in accordance with this Clause 8.1 and an actual Collection is subsequently received by the Master Purchaser in respect of such Non-Conforming Receivable, the Master Purchaser will pay to that Seller on the immediately succeeding Settlement Date, in accordance with the applicable Master Purchaser Priority of Payments and by way of refund of the payment made by the Seller pursuant to this Clause 8.1, an amount equal to the Collection so received in respect of such Non-Conforming Receivable.

Remedies for Breach of Warranty. Non-Conforming Receivables 8.1 If any representation or warranty set out in Part A of Schedule 1 insofar as it relates to the assignability, collectability, validity or enforceability of a Purchased Receivable or if any representation or warranty set out in Part B of Schedule 1 in respect of a Purchased Receivable proves to have been incorrect on the relevant Purchase Date and remains incorrect, or if the relevant Purchased Receivable has never existed (each affected Purchased Receivable being a Non-Conforming Receivable) the Relevant Seller, in respect of each Non-Conforming Receivable, shall treat the amount equal to the Outstanding Balance of the relevant Non-Conforming Receivable as a Deemed Collection and the Relevant Seller shall pay to the relevant Master Purchaser Account an amount equal to the Outstanding Balance of the relevant Non-Conforming Receivable on the next Settlement Date. Notwithstanding Master Receivables Purchase Agreement the fact that the Deemed Collection shall be paid by the Relevant Seller on the next Settlement Date, for all other purposes including, without limitation, the calculation of the Daily Asset Base, the Deemed Collection shall be deemed to have been received as of the day such Non-Conforming Receivable arises. To the extent that a Seller has made a payment to the Master Purchaser in respect of a Non-Conforming Receivable in accordance with this Clause 8.1 and an actual Collection is subsequently received by the Master Purchaser in respect of such Non-Conforming Receivable, the Master Purchaser will pay to that Seller on the immediately succeeding Settlement Date, in accordance with the applicable Master Purchaser Priority of Payments and by way of refund of the payment made by the Seller pursuant to this Clause 8.1, an amount equal to the Collection so received in respect of such Non-Conforming Receivable.

Remedies for Breach of Warranty. Non-Conforming Receivables 8.1 If In the event that Seller shall breach any representation of the foregoing warranties, Seller will reimburse Purchaser for all damages suffered by Purchaser, including, without limitation, incidental, consequential and other damages, including, without limitation, costs incurred by Purchaser, directly or warranty set out indirectly, for (a) inspecting, sorting, storing, reworking, repairing or replacing the nonconforming product, (b) resulting from production interruptions, (c) conducting recall campaigns or other corrective service actions, and (d) resulting from personal injury or property damage caused by the nonconforming product. Such damages also include reasonable attorneys’ fees and other professional fees, court costs, settlements and judgments incurred by Purchaser and other costs associated with Purchaser’s administrative time, labor and materials. Neither acceptance of any part or all of the order nor payment therefor will deprive Purchaser of any claims or rights resulting from defects, delay in Part A delivery or otherwise, including, without limitation, its rights to reject or return any part or all of Schedule 1 insofar as it relates to the assignability, collectability, validity goods. materials affixed or enforceability of a Purchased Receivable or if any representation or warranty set out in Part B of Schedule 1 in respect of a Purchased Receivable proves to have been incorrect on the relevant Purchase Date and remains incorrect, or if the relevant Purchased Receivable has never existed (each affected Purchased Receivable being a Non-Conforming Receivable) the Relevant Seller, in respect of each Non-Conforming Receivableattached thereto, shall treat be and remain the amount equal to the Outstanding Balance personal property of the relevant Non-Conforming Receivable Purchaser. Such property, and whenever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as a Deemed Collection property of Purchaser and the Relevant shall be safely stored separate from Seller’s property. Seller shall pay to the relevant Master Purchaser Account not substitute any property for Purchaser’s property and shall not use such property except in filling Purchaser’s orders. Such property while in Seller’s custody or control shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the Outstanding Balance of the relevant Non-Conforming Receivable on the next Settlement Date. Notwithstanding the fact that the Deemed Collection replacement cost, with loss payable to Purchaser and shall be paid by the Relevant subject to removal at Purchaser’s written request, in which event Seller on the next Settlement Date, shall prepare such property for all other purposes including, without limitation, the calculation of the Daily Asset Base, the Deemed Collection shipment and shall be deemed redeliver it to have been received as of the day such Non-Conforming Receivable arises. To the extent that a Seller has made a payment to the Master Purchaser in respect of a Non-Conforming Receivable in accordance with this Clause 8.1 and an actual Collection is subsequently the same condition as originally received by the Master Purchaser in respect of such Non-Conforming ReceivableSeller, the Master Purchaser will pay to that Seller on the immediately succeeding Settlement Datereasonable wear and tear excepted, in accordance with the applicable Master Purchaser Priority of Payments and by way of refund of the payment made by the Seller pursuant to this Clause 8.1, an amount equal to the Collection so received in respect of such Non-Conforming Receivableall at Seller’s expense.