Repurchase of Accounts Receivable Sample Clauses

Repurchase of Accounts Receivable. Within 10 days following the expiration of the Collection Period, Buyer shall deliver to Seller one or more statements setting forth a list of Closing Date Receivables (which has clearly identified thereon the names of the customers, invoice numbers and uncollected amounts by invoice, together with copies of all invoices and, if required, supporting documentation) that were not collected during the Collection Period and the total of such uncollected amounts. Such statement shall not include the amount of any balances owed on notes or accounts receivable that have been paid down in accordance with their terms but the statement shall reflect as a deduction from total uncollected amounts shown thereon (i) the total amount of any credit balances included in the Closing Date Receivables not applied against invoices for the same customer included in the Closing Date Receivables and (ii) the amount of the reserve for bad debts determined as of the Closing Date. The net amount set forth on the statement remaining, after giving effect to the exclusions, if any, and deductions set forth in the preceding sentence, shall be the net amount of receivables to be repurchased by the Seller (the "Uncollected Receivables"); provided that, with respect to those Closing Date Receivables that Buyer made a good faith effort to collect but were not collected because Buyer reasonably concluded that the customer may have a bona fide claim with respect thereto (the "Contested Receivables"), Buyer shall have the option to sell such Closing Date Receivable to Seller for 75% of the amount thereof, provided that Seller shall immediately cancel and not at any time make any efforts to collect such Closing Date Receivable. Within ten (10) business days following Seller's receipt of such statement, Seller shall pay to Buyer, by wire transfer of immediately available funds, to the account specified in writing by Buyer to Seller, the amount of the Uncollected Receivables. Upon receipt of such payment, Buyer shall assign to Seller, without recourse to the Buyer and subject to the second previous sentence, the claims included in the Uncollected Receivables, including any lien or other rights related thereto.
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Repurchase of Accounts Receivable. After the Closing, Buyers agree to use their normal and customary collection procedures (excluding institution of litigation) as in effect on the Closing Date, to collect the accounts receivable of Sellers existing on the Closing Date and reflected on the Closing Balance Sheet (the "Transferred Receivables"). In the event any Transferred Receivables remain uncollected in whole or in part, above the amount reserved for on the Closing Balance Sheet, on the later of one hundred fifty calendar (150) days after (i) the Closing; or (ii) after the time which such Transferred Receivable was due and payable according to its terms, Sellers shall repurchase from Buyers such uncollected Transferred Receivables at a purchase price equal to ninety percent (90%) of the difference between (x) the aggregate uncollected face amount of the Transferred Receivables, minus (y) the reserve for uncollectible receivables on the Closing Balance Sheet.
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Repurchase of Accounts Receivable. Promptly following the expiration of the Collection Period, Intermec shall deliver to Amtech a statement setting forth (i) a list and description of the Transfer Date Receivables that were not collected during the Collection Period (the "Uncollected Receivables"), and (ii) a schedule setting forth the calculation of the aggregate amount of Uncollected Receivables LESS the reserve provided for Uncollected Receivables on the Final Closing Balance Sheet PLUS interest on such net amount from the Closing Date to the date of payment to Intermec at the Purchase Price Adjustment Interest Rate. Within 10 business days following Amtech's receipt of such statement, Amtech shall pay to Intermec, by wire transfer of immediately available funds, the amount of such statement, including applicable interest, and upon receipt of such payment, Intermec and French Subsidiary shall (and shall cause the relevant members of TSG to) assign without recourse the Uncollected Receivables to Amtech. Following such assignment, (i) Intermec and French Subsidiary shall (and shall cause the relevant members of TSG to) remit to Amtech any payments it shall receive on such Uncollected Receivables, and (ii) Amtech shall consult with Intermec prior to instituting any legal proceedings or taking any other extraordinary measures to collect the Uncollected Receivables, and if requested by Intermec, shall refrain from instituting such legal proceedings or taking such other extraordinary measures if Intermec, French Subsidiary or the relevant member of TSG retains or repurchases the Uncollected Receivable in question.
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Repurchase of Accounts Receivable. After the Closing Date, Buyer shall provide Shareholder with written notice in the event that certain of the accounts and notes receivable of the Company as of the Closing Date are not collected in full within ninety (90) days after the Closing Date, less any allowance for doubtful accounts reflected in the Interim Financial Statements. Shareholder shall thereafter have ninety (90) days from the date of such notification to collect in full on behalf of the Company all such outstanding accounts and notes receivable; and to the extent that any such accounts and notes receivable remain outstanding (less the allowance for doubtful accounts reflected in the Interim Financial Statements), Shareholder shall, within ten (10) days thereafter, purchase from the Company, for cash, the face value of all such outstanding accounts and notes receivable.
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Repurchase of Accounts Receivable. 1. If the following circumstances are discovered regarding accounts receivable that a Credit Card Company has received assignment of from Applicant pursuant to a Merchant Agreement or the Agreement, the Credit Card Company may demand the repurchase of receivables without conditions, and Applicant and DEGICA agree that the receivables will be deemed to have been automatically repurchased when there has been such a demand. 1 If receivables are found to be based on sales data that was produced using procedures that breach the provisions of a Merchant Agreement or the Agreement; 2 If sales data was not legitimate, or the content of sales data was untrue or incomplete;
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Repurchase of Accounts Receivable a. Pursuant to Section 3.10 of the Purchase Agreement, Buyer has certain rights to require XLSource to repurchase the Receivables, including the PBTH Receivables, purchased by GE Acquisition that remain uncollected on a date 120 days following the Closing Date. In the event that any of the PBTH Receivables are required by GE Acquisition so to be repurchased, XLConnect agrees, within two business days of notice from XLSource, to repurchase such receivables from XLSource for a purchase price equal to the purchase price paid by XLSource to GE Acquisition. b. Under the terms of the Purchase Agreement, IE and Sellers are required to reimburse GE Acquisition monthly in advance for GE Acquisition's cost to carry the uncollected Receivables, including the PBTH Receivables, acquired by Buyer on the Closing Date at a rate equal to 6.5% per annum on the average monthly outstanding balance of uncollected Receivables. XLConnect agrees to reimburse IE and Sellers for any Cost of Carry incurred by IE and Sellers in connection with any of the PBTH Receivables. Such amounts are to be reimbursed within two business days of the receipt by XLConnect of an invoice therefor from IE or Sellers from time to time during the period that IE and Sellers are required to pay GE Acquisition such Costs of Carry.
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Repurchase of Accounts Receivable. If an account receivable that was included in the Transferred Assets is not paid in full within ninety (90) days after the Effective Date, then upon the written request of the Company the Transferor that transferred such account receivable to the Company shall within thirty (30) days after such written report repurchase such account receivable from the Company for cash in an amount equal to the unpaid balance of such account receivable. With respect to any account receivable of Transferor that is not paid in full within ninety (90) days after the Effective Date, upon the written request of the Company, such Transferor shall repurchase such account receivable from the Company for cash in an amount equal to the unpaid balance of such account receivable.
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Repurchase of Accounts Receivable. 14 (c) REMEDY FOR UNCOLLECTED RECEIVABLES................. 14
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Repurchase of Accounts Receivable. Any Guaranteed Accounts Receivable which are not collected in full two hundred seventy (270) days (or one (1) year in the case of the Red Hill Receivable) from the Closing Date shall immediately be repurchased from Buyer by Seller for an amount equal to the aggregate outstanding balance of such receivables (i.e., discounted for any Accounts Receivable Allowances). The outstanding aggregate balance of any such Accounts Receivable on such date shall hereinafter be referred to as the "Remaining Balance" of such Accounts Receivable. The procedure for such repurchase is set forth in Section 8.8 below. Any payments received by Buyer thereafter from a customer relating to a transferred account shall be transferred to Seller.
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Related to Repurchase of Accounts Receivable

  • Collection of Accounts Receivable At the Closing, the Seller shall deliver to the Purchaser a complete and correct list of the Seller's Total Receivables (the "Total Receivables List") as of the close of business on the day immediately preceding the Closing Date specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Total Receivables List (the "Total Account Debtors"). In the event that the Value of the Accounts Receivable shall be less than the Value of the Total Receivables pursuant to Section 1.3.3 hereof, the Seller shall, in addition to the Total Receivables List, deliver to the Purchaser at the Closing a list of all Accounts Receivable to be sold, assigned, transferred and delivered to the Purchaser at the Closing (the "Accounts Receivable List"), specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Accounts Receivable List (the "Account Debtors"). Promptly after the Closing, the Seller and the Purchaser shall notify all Total Account Debtors or the Account Debtors, as the case may be, by notice that the Purchaser has purchased the Seller's Accounts Receivable, and shall direct all Account Debtors or Total Account Debtors, as the case may be, to remit directly to the Purchaser payment of all outstanding amounts represented by the Accounts Receivable. The Seller and the Stockholders, jointly and severally, shall remit promptly to the Purchaser in full the amount of any and all payments received by any of them in respect of the Accounts Receivable, without any diminution, offset, deduction or discount.

  • Repurchase of Receivables In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

  • Accounts Receivable; Accounts Payable (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid receivables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practices.

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

  • Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

  • Collection of Receivable Payments; Modifications of Receivables (a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables that it services for itself or others. The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable. (b) Subject to Section 4.06, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments on a Receivable in accordance with its customary servicing practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period prior to the Class C Stated Maturity Date or (ii) reduces the APR or unpaid principal balance with respect to any Receivable other than as required by applicable law, it will promptly purchase such Receivable in the manner provided in Section 4.07. (c) The Servicer may, but is not required to, make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the principal, interest or other items in accordance with the related documentation for such Receivables. (d) Subject to the provisions of Section 4.02(b), the Servicer and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables. (e) Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable and deposit the full Principal Balance of such Receivable into the Collection Account. The receivable created by such refinancing shall not be property of the Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with respect to the Financed Vehicle. (f) Records documenting collection efforts shall be maintained during the period a Receivable is delinquent in accordance with the Credit and Collection Policy. Such records shall be maintained on at least a periodic basis that is not less frequent than as set forth in the Credit and Collection Policy, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment) in accordance with the Credit and Collection Policy.

  • Purchase of Receivables (a) Upon the terms and subject to the conditions hereof, Buyer hereby agrees to purchase, and Originator hereby agrees to sell, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

  • Reassignment of Ineligible Receivables (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this Agreement, TRS shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsection.

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