Common use of Responsibilities of Seller Clause in Contracts

Responsibilities of Seller. Anything herein to the contrary notwithstanding: (a) Seller agrees to deliver directly to the Servicer (for the Buyer's account), by the end of the then current four week accounting period of Seller, any Collections that it receives, in the form so received, and agrees that all Collections shall be deemed to be received in trust for the Buyer and shall be maintained and segregated separate and apart from all other funds and moneys of Seller until delivery of the Collections to the Servicer; (b) Seller in its capacity as the Servicer, if instructed by Buyer, agrees to instruct all Obligors to cause all Collections to be sent to a post office box that is the subject of a Lock-Box Agreement; and (c) Seller shall (i) perform all of its obligations hereunder and under the Contracts related to the Assigned Receivables and Related Rights to the same extent as if the Assigned Receivables and Related Rights had not been sold hereunder, and the exercise by the Buyer or its designee or assignee of the Buyer's rights hereunder or in connection herewith shall not relieve Seller from such obligations and (ii) pay when due any taxes, including, without limitation, any sales taxes payable in connection with the Assigned Receivables and their creation and satisfaction. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not have any obligation or liability with respect to any Assigned Receivable or Related Rights nor shall the Buyer be obligated to perform any of the obligations of Seller under any of the foregoing, other than a duty to cooperate with Seller in connection with the performance of its obligations under this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Escalade Inc)

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Responsibilities of Seller. Anything herein to the contrary notwithstanding: (a) Seller agrees to deliver directly to the Servicer (for the Buyer's accountWPS Fincx'x xxxount), by the end of the then current four week accounting period of Sellerwithin one Business Day after receipt thereof, any Collections that it receives, in the form so received, and agrees that all such Collections shall be deemed to be received in trust for the Buyer and WPS Fincx xxx shall be maintained and segregated separate and apart from all other funds and moneys of Seller until delivery of the such Collections to the Servicer;. (b) Seller in its capacity as the Servicer, if instructed by Buyer, agrees to instruct all Obligors to cause all Collections to be sent to a post office box that is the subject of a Lock-Box Agreement; and (c) Seller shall (i) perform all of its obligations hereunder and under the Contracts related to the Assigned Receivables and Related Rights Assets to the same extent as if the Assigned such Receivables and Related Rights had not been sold hereunder, and the exercise by the Buyer or WPS Fincx xx its designee or assignee of the Buyer's WPS Fincx'x rights hereunder or in connection herewith shall not relieve Seller from such obligations and (ii) pay when due any taxes, including, without limitation, any sales taxes payable in connection with the Assigned Receivables and their creation and satisfaction. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not have any obligation or liability with respect to any Assigned Receivable or Related Rights nor shall the Buyer be obligated to perform any of the obligations of Seller under any of the foregoing, other than a duty to cooperate with Seller in connection with the performance of its obligations under this Agreementthe Contracts or Related Assets related to the Receivables. (c) Seller hereby grants to WPS Fincx xx irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by Seller or transmitted or received by WPS Fincx (xxether or not from Seller) in connection with any Transferred Asset. (d) To the extent that Seller does not own the computer software that Seller uses to account for Receivables, Seller shall use reasonable efforts to provide WPS Fincx xxx the Administrator with such licenses, sublicenses and/or assignments of contracts as WPS Fincx xx the Administrator shall require with regard to all services and computer hardware or software used by Seller that relate to the servicing of the Receivables or the Related Assets.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Westpoint Stevens Inc)

Responsibilities of Seller. Anything herein to the contrary notwithstanding: (a) Seller agrees to deliver directly to the Servicer (for the Buyer's WPS Xxxxx'x account), by the end of the then current four week accounting period of Sellerwithin one Business Day after receipt thereof, any Collections that it receives, in the form so received, and agrees that all such Collections shall be deemed to be received in trust for the Buyer WPS Xxxxx and shall be maintained and segregated separate and apart from all other funds and moneys of Seller until delivery of the such Collections to the Servicer;. (b) Seller in its capacity as the Servicer, if instructed by Buyer, agrees to instruct all Obligors to cause all Collections to be sent to a post office box that is the subject of a Lock-Box Agreement; and (c) Seller shall (i) perform all of its obligations hereunder and under the Contracts related to the Assigned Receivables and Related Rights Assets to the same extent as if the Assigned such Receivables and Related Rights had not been sold hereunder, and the exercise by the Buyer WPS Xxxxx or its designee or assignee of the Buyer's WPS Xxxxx'x rights hereunder or in connection herewith shall not relieve Seller from such obligations and (ii) pay when due any taxes, including, without limitation, any sales taxes payable in connection with the Assigned Receivables and their creation and satisfaction. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not have any obligation or liability with respect to any Assigned Receivable or Related Rights nor shall the Buyer be obligated to perform any of the obligations of Seller under any of the foregoing, other than a duty to cooperate with Seller in connection with the performance of its obligations under this Agreementthe Contracts or Related Assets related to the Receivables. (c) Seller hereby grants to WPS Xxxxx an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by Seller or transmitted or received by WPS Xxxxx (whether or not from Seller) in connection with any Transferred Asset. (d) To the extent that Seller does not own the computer software that Seller uses to account for Receivables, Seller shall use reasonable efforts to provide WPS Xxxxx and the Administrator with such licenses, sublicenses and/or assignments of contracts as WPS Xxxxx or the Administrator shall require with regard to all services and computer hardware or software used by Seller that relate to the servicing of the Receivables or the Related Assets.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Westpoint Stevens Inc)

Responsibilities of Seller. Anything herein to the contrary notwithstanding: (a) Seller agrees shall continue to deliver directly to provide fully and timely all maintenance and other services required under the Servicer (terms of the Contracts or in connection with any standing relationship between Seller and the Obligor on any Transferred Receivable. Neither the Purchaser nor any of its assigns assumes any responsibility or liability for the Buyer's account), by the end performance of the then current four week accounting period of Seller, any Collections that it receives, in the form so received, and agrees that all Collections shall be deemed to be received in trust for the Buyer and shall be maintained and segregated separate and apart from all other funds and moneys of Seller until delivery of the Collections to the Servicer;such services or obligations. (b) Seller in its capacity as the Servicer, if instructed by Buyer, agrees to instruct all Obligors to cause all Collections to be sent to a post office box that is the subject of a Lock-Box Agreement; and (c) Seller shall (i) perform all of its obligations hereunder and under the Contracts related to the Assigned Receivables and Related Rights to the same extent as if the Assigned Receivables and Related Rights had not been sold hereunder, and the exercise by the Buyer Purchaser or its designee or assignee of the Buyer's its rights hereunder or in connection herewith shall not relieve Seller from such obligations obligations. (c) Seller hereby grants to each of the Agent and the Servicer (if other than Aspen) an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of Seller all steps necessary or advisable to indorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by Seller or transmitted or received by the Purchaser (whether or not from Seller) in connection with any Transferred Receivable and Related Security. Such power of attorney shall continue in full force and effect until the Final Payout Date, at which time such power of attorney shall be of no further force and effect. (d) Seller hereby covenants and agrees to indicate in its books and records on the Closing Date that the Transferred Receivables have been conveyed to the Purchaser. (e) Seller acknowledges that, under the terms of the Loan Agreement, the Servicer has been directed to implement a means by which the Collections on the Transferred Receivables may be (i) promptly identified following remittance thereof to the Collection Account, (ii) pay when due any taxessegregated from all other funds then held in the Collection Account and (iii) transferred to the SPV Account, including, without limitation, any sales taxes payable in connection which account shall be under the control of the Agent. Seller shall cooperate fully and timely with the Assigned Receivables and their creation and satisfaction. Notwithstanding anything Servicer in implementing the measures described above, including facilitating on a daily basis the identification of all remittances made to the contrary Collection Account. Seller shall have no right or interest in this Agreementthe SPV Account or in any amounts from time to time held in the SPV Account, the Buyer and shall not have permit any obligation or liability with respect funds to any Assigned Receivable or Related Rights nor shall be remitted to the Buyer be obligated to perform any of the obligations of Seller under any of the foregoing, SPV Account other than a duty to cooperate with Seller in connection with the performance of its obligations under this AgreementCollections.

Appears in 1 contract

Samples: Purchase and Resale Agreement (Aspen Technology Inc /De/)

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Responsibilities of Seller. Anything herein to the contrary notwithstanding: (a) Seller agrees to deliver directly to the Servicer (for the BuyerWPS Finco's account), by the end of the then current four week accounting period of Sellerwithin one Business Day after receipt thereof, any Collections Xxxxxxtions that it receives, in the form so received, and agrees that all such Collections shall be deemed to be received in trust for the Buyer WPS Finco (or Agent as assignee of WPS Finco) and shall be maintained and segregated anx xxxregated separate and apart from all frox xxx other funds and moneys of Seller until delivery of the such Collections to the Servicer;. (b) Seller in its capacity as the Servicer, if instructed by Buyer, agrees to instruct all Obligors to cause all Collections to be sent to a post office box that is the subject of a Lock-Box Agreement; and (c) Seller shall (i) perform all of its obligations hereunder and under the Contracts related to the Assigned Receivables and Related Rights Assets to the same extent as if the Assigned such Receivables and Related Rights had not been sold hereunder, and the exercise by the Buyer WPS Finco or its designee or assignee of the BuyerWPS Finco's rights hereunder or in connection xx xonnection herewith shall not relieve Seller Xxxxxx from such obligations and (ii) pay when due any taxes, including, without limitation, any sales taxes payable in connection with the Assigned Receivables and their creation and satisfaction. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not have any obligation or liability with respect to any Assigned Receivable or Related Rights nor shall the Buyer be obligated to perform any of the obligations of Seller under any of the foregoing, other than a duty to cooperate with Seller in connection with the performance of its obligations under this Agreementthe Contracts or Related Assets related to the Receivables. (c) Seller hereby grants to WPS Finco an irrevocable power of attorney, with full power of substitutxxx, coupled with an interest, to take in the name of Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by Seller or transmitted or received by WPS Finco (whether or not from Seller) in connection with any Transferrex Xxxet. (d) To the extent that Seller does not own the computer software that Seller uses to account for Receivables, Seller shall use reasonable efforts to provide WPS Finco and Agent with such licenses, sublicenses and/or assignments ox xxxtracts as WPS Finco or Agent shall require with regard to all services and computex xxxdware or software used by Seller that relate to the servicing of the Receivables or the Related Assets.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Westpoint Stevens Inc)

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