Common use of Sale and Purchase of Receivables Clause in Contracts

Sale and Purchase of Receivables. (a) On each Purchase Date, the Seller shall sell to the Buyer without recourse, and the Buyer shall purchase from the Seller, all right, title and interest of the Seller in, to and under all Receivables that (i) were created during the immediately preceding Monthly Period and were not previously sold to the Buyer on the preceding Purchase Date and (ii) all Receivables created and to be created during the Monthly Stub Period (the “Monthly Stub Period Receivables”) for the calendar month in which such Purchase Date occurs (such Receivables being sold hereinafter called “New Receivables”). (b) The Buyer shall not be under any obligation on a Purchase Date to purchase any New Receivables which are Uncollectible Receivables at the end of the related Monthly Period. The price to be paid by the Buyer for New Receivables shall be an amount equal to 100% of the aggregate balance of the New Receivables being sold discounted to reflect such factors, if any, as Seller and Buyer mutually agree will result in a purchase price determined to be the fair market value of such New Receivables. The sale of Receivables shall include the sale of all monies due or to become due and all amounts received or receivable with respect to such Receivables, including all Recoveries allocable to such Receivables, and the proceeds (including “proceeds” as defined in the UCC) thereof. The Buyer shall have the right to pledge, assign, transfer, sell and exercise full control over all Receivables that it shall have purchased pursuant to this Agreement. (c) The purchase price for all Receivables sold hereunder on a Purchase Date shall be paid on such Purchase Date. For all purposes hereunder, the purchase price for all Receivables during a period shall be offset by the amount of collections with respect to Sold Receivables and New Receivables during such period. On the Purchase Date, to the extent it is not ascertainable, the parties shall estimate in a reasonable manner agreed to by the parties the amount of Monthly Stub Period Receivables being sold on such Purchase Date, as well as an estimate of the amount of collections and recoveries with respect to Sold Receivables and New Receivables during the Monthly Stub Period, to arrive at an estimated payment amount with respect to the Monthly Stub Period Receivables being sold on such Purchase Date. (d) The parties intend that each transfer of Receivables by the Seller to the Buyer pursuant to this Agreement be an absolute sale and not a secured borrowing, for all purposes, including accounting.