SALE OF ACCOUNTS; NO CONSIGNMENT Sample Clauses

SALE OF ACCOUNTS; NO CONSIGNMENT. The Company shall not sell, assign, or encumber, except to the Administrative Agent for the ratable benefit of the Banks and to Banc One Leasing Corporation, any of its accounts or notes receivable. The Company shall not permit any of its inventory to be sold or transferred on consignment or acquire or possess any of its inventory on consignment.
Sample 1Sample 2
AutoNDA by SimpleDocs
SALE OF ACCOUNTS; NO CONSIGNMENT. Except as outlined in subsection 5.3, said Company shall not sell, assign, or encumber, except to the Bank, any of its Accounts or notes receivable. Said Company shall not permit any of its Inventory to be sold or transferred on consignment or acquire or possess any of its Inventory on consignment.
Sample 1Sample 2
SALE OF ACCOUNTS; NO CONSIGNMENT. The Borrower shall not sell, assign, or encumber, except to the Bank, any of its accounts or notes receivable. The Borrower shall not permit any of its inventory to be sold or transferred on consignment or acquire or possess any of its inventory on consignment.
Sample 1
SALE OF ACCOUNTS; NO CONSIGNMENT. The Borrower shall not sell, assign, or encumber, except to the Huntington, any of its Accounts or notes receivable. The Borrower shall not acquire or possess any of its Property or Inventory on consignment.
Sample 1Sample 2
SALE OF ACCOUNTS; NO CONSIGNMENT. No Subsidiary will sell, assign, or encumber, except to the Administrative Agent for the ratable benefit of the Banks, any of its accounts or notes receivable. No Subsidiary will permit any of its inventory to be sold or transferred on consignment or acquire or possess any of its inventory on consignment. This Section 4.22(g) shall not apply to Meta Holdings, LLC and/or Meta Management, LLC to the extent that compliance with the terms hereof would cause Meta Holdings, LLC and/or to Meta Management, LLC to default under any agreements executed by either or both of them in connection with the $19,000,000.00 term credit facility identified in SCHEDULE 4.5 attached hereto.
Sample 1
SALE OF ACCOUNTS; NO CONSIGNMENT. The Borrower shall not sell, assign, or encumber, except to the Bank, any of its Accounts or notes receivable and shall not permit any of its Inventory to be sold or transferred on consignment except to the extent of the aggregate sum of up to $100,000.00 of inventory at any one time or from time to time on consignment in California and Michigan. In addition, except in connection with acquisitions of existing inventory of purchased retail locations, the Borrower will not acquire or possess any inventory on consignment.
Sample 1
SALE OF ACCOUNTS; NO CONSIGNMENT. The Companies shall not sell, assign, or encumber, except to the Bank and to Transport Clearings East, Inc. in respect of the accounts of Xxx Xxxxxx Transportation Corporation, Inc., Advanced Distribution System, Inc., Roadrunner Trucking, Inc. and Roadrunner Distribution Services, Inc. pursuant to certain Intercreditor Agreements between the Bank and Transport Clearings East, Inc. and other agreements satisfactory to the Bank in its sole discretion, any of their Accounts or notes receivable. The Companies shall use their best efforts to discontinue as soon as practicable their practice of selling or assigning accounts to Transport Clearings East, Inc., as permitted by this paragraph. The Companies shall not permit any of their Inventory to be sold or transferred on consignment or acquire or possess any of their Inventory on consignment.
Sample 1
AutoNDA by SimpleDocs

Related to SALE OF ACCOUNTS; NO CONSIGNMENT

  • Sale of Accounts The Borrower will not, nor will it permit any Subsidiary to, sell or otherwise dispose of any notes receivable or accounts receivable, with or without recourse.

  • Collection of Accounts Receivable Without limiting the generality of the provisions of Section 5.2, prior to the Closing, Seller and its Subsidiaries shall collect all Accounts Receivable in the ordinary course of business, consistent with Seller’s and its Subsidiaries’ past practice with respect to the Acquired Assets. From and after the Closing, Purchaser shall have the sole right and authority to collect for its own account all Accounts Receivable and to endorse with the name of Seller and its Subsidiaries any checks or drafts received with respect to any such Accounts Receivable. Seller agrees to deliver promptly to Purchaser all cash, checks or other property received directly or indirectly by Seller and its Subsidiaries with respect to such Accounts Receivable, including, without limitation, any amounts payable as interest thereon. From and after the Closing, unless specifically requested by Purchaser, Seller and its Subsidiaries shall not contact any current or former customer regarding any Accounts Receivable and shall refer promptly to Purchaser all inquiries with respect to any Accounts Receivable. If and to the extent requested by Purchaser, Seller and its Subsidiaries shall take such actions as may be reasonably necessary or advisable to facilitate the collection of any Accounts Receivable; it being agreed and understood that customers of the Acquired Business may also be customers of Seller’s and its Subsidiaries’ businesses with whom Seller and its Subsidiaries may have continuing business relationships. If not collected within 90 days from the Closing Date, Seller and its Subsidiaries shall pay promptly to Purchaser the amount of any uncollected Accounts Receivable in cash, and Purchaser shall assign and transfer back to Seller and its Subsidiaries each such Accounts Receivable for collection by Seller and its Subsidiaries; provided that Seller and its Subsidiaries shall not take any action in connection with such collection that would adversely affect Purchaser’s ongoing business relationship with the customer(s).

  • Collection of Accounts; Payments (a) Subject to the following sentence, each Loan Party shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date.

  • Collection of Accounts, Proceeds of Collateral Each Borrower agrees that all invoices rendered and other requests made by such Borrower for payment in respect of Accounts shall contain a written statement directing payment in respect of such Accounts to be paid to a lockbox established pursuant to subsection 6.2.4. To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Agent. All remittances received by each Borrower on account of Accounts, together with the proceeds of any other Collateral, shall be held as Agent's property, for its benefit and the benefit of Lenders, by such Borrower as trustee of an express trust for Agent's benefit and such Borrower shall immediately deposit same in kind in the Dominion Account. Agent retains the right at all times after the occurrence and during the continuance of a Default or an Event of Default to notify Account Debtors that a Borrower's Accounts have been assigned to Agent and to collect such Borrower's Accounts directly in its own name, or in the name of Agent's agent, and to charge the collection costs and expenses, including attorneys' fees, to such Borrower.

  • Sale of Collateral Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

  • Accounts Receivable; Accounts Payable All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

  • CONCERNING MARGIN ACCOUNTS, SENIOR SECURITY ACCOUNTS, AND COLLATERAL ACCOUNTS 1. The Custodian shall, from time to time, make such deposits to, or withdrawals from, a Senior Security Account as specified in a Certificate received by the Custodian. Such Certificate shall specify the Series for which such deposit or withdrawal is to be made and the amount of cash and/or the amount and kind of Securities specifically allocated to such Series to be deposited in, or withdrawn from, such Senior Security Account for such Series. In the event that the Fund fails to specify in a Certificate the Series, the name of the issuer, the title and the number of shares or the principal amount of any particular Securities to be deposited by the Custodian into, or withdrawn from, a Senior Securities Account, the Custodian shall be under no obligation to make any such deposit or withdrawal and shall so notify the Fund.

  • Consignment Inventory that is placed on consignment;

  • Collection of Accounts, General Intangibles and Negotiable Collateral At any time upon the occurrence and during the continuance of an Event of Default, Agent or Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, or that Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents.

  • Collection of Accounts 43 5.4 Payments ............................................................................. 44 5.5 Authorization to Make Loans .......................................................... 44 5.6

Time is Money Join Law Insider Premium to draft better contracts faster.