Common use of Sale of Receipts Clause in Contracts

Sale of Receipts. Merchant and RCNY agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from RCNY to Merchant. Xxxxxxxx agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. RCNY has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to RCNY in respect to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customers. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that RCNY has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY shall promptly refund to Merchant any interest received by RCNY in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Xxxxxxxx knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant and RCNY agree PURCHASER intend that the Purchase Price under this Agreement is transfer of the interest in exchange for the Purchased AmountReceipts from Merchant to PURCHASER constitute a sale, and that such Purchase Price is not intended to bea loan, nor shall it be construed as a loan from RCNY to Merchantfor all purposes. Xxxxxxxx agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receiptsinterest. RCNY has purchased If, notwithstanding such intent, such transfer is not deemed to constitute a sale, Merchant hereby grants to PURCHASER a security interest in all right, title and shall own all the Receipts described interest of Merchant in this Agreement up and to the full Receipts, which security interest shall secure the payment of the Purchased Amount as the Receipts are created. Payments made to RCNY in respect to the full amount and all other obligations of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customersMerchant under this Agreement. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, hereunder and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that RCNY PURCHASER has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY PURCHASER shall promptly refund to Merchant any interest received by RCNY PURCHASER in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY PURCHASER not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Xxxxxxxx knowingly and willingly waives Merchant hereby authorizes PURCHASER to file any financing statements deemed necessary by PURCHASER to perfect or maintain PURCHASER’s interest in the defense of Usury in any action or proceedingReceipts.

Sale of Receipts. Merchant and RCNY Purchaser agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from RCNY Purchaser to Merchant. Xxxxxxxx Merchant agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. RCNY Purchaser has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to RCNY Purchaser in respect to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customers. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that RCNY Purchaser has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY Purchaser shall promptly refund to Merchant any interest received by RCNY Purchaser in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY Purchaser not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Xxxxxxxx Merchant knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant Seller and RCNY agree Purchaser intend that the Purchase Price under this Agreement is transfer of the interest in exchange for the Purchased AmountReceipts from Seller to Purchaser constitutes a forward sale, and that such Purchase Price is not intended to bea loan, nor shall it be construed as a loan from RCNY to Merchantfor all legal, practical and business purposes. Xxxxxxxx Seller agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. RCNY has purchased and shall own all the Receipts described being purchased as of the date sold that are expected to come into existence in the future in the ordinary course of the operation of Seller’s business. Title to, responsibility for and risk of loss of the interest in the Receipts shall pass from the Seller to the Purchaser upon execution of this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to RCNY in with respect to the full amount Purchased Amount. In addition: (a) as further set forth in the Security Agreement, Seller hereby grants to Purchaser a security interest in all right, title and interest of Seller in and to the Receipts, which security interest shall secure the payment of the Receipts shall be conditioned upon MerchantPurchase Price and all other obligations of Seller under this Agreement. Seller hereby authorizes Purchaser to file any financing statements deemed necessary by Purchaser to perfect or maintain Purchaser’s sale interest in the Receipts; (b) the parties acknowledge that the delivery of products the Purchase Price is not a payment in whole or in part for the use or forbearance of money, but rather delivery of the bargained for payment of the purchase price to Purchaser under the Purchase Agreement, notwithstanding anything to the contrary contained herein; (c) the Parties agree and servicesacknowledge that there is no stated or unstated interest factor in this Agreement, and the payment therefore by Merchant’s customers. In no event shall the aggregate of all amounts or any portion thereof interest will be deemed as interest hereunder, and paid; (d) in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless ignores the intent of the parties that the Transaction Documents be treated as a forward purchase of Receipts, and further determines that RCNY the arrangement creates a loan or other indebtedness rather than a completed forward sale of Receipts, and further determines that under that court-determined arrangement that the PURCHASER has charged or received “interest,” and further determines that the amount of interest hereunder is in excess of the highest applicable rate, the imputed rate in effect hereunder so determined shall automatically be reduced to the maximum rate permitted by applicable law and RCNY Purchaser shall promptly refund to Merchant Seller as liquidated damages any interest amount received by RCNY Purchaser in excess of the such maximum lawful rate, it being intended that Merchant Seller not pay or contract to pay, and that RCNY Seller not receive or contract to receive, directly or indirectly in any manner whatsoever, interest on indebtedness in excess of that which may be paid by Merchant Seller under applicable law. As a result thereof, Xxxxxxxx knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant and RCNY FUNDER agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from RCNY FUNDER to Merchant. Xxxxxxxx Merchant agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it Agreement equals the fair market value of such Receipts. RCNY FUNDER has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to RCNY FUNDER in respect to the full amount of the Receipts shall be conditioned upon Merchant’s 's sale of products and services, services and the payment therefore by Merchant’s customers's customers in the manner provided in Section 1.1. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, hereunder and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that RCNY FUNDER has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY FUNDER shall promptly refund to Merchant any interest received by RCNY FUNDER in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY FUNDER not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Xxxxxxxx knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant and RCNY agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from RCNY to Merchant. Xxxxxxxx agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. RCNY has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to RCNY in respect to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customers. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that RCNY has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY shall promptly refund to Merchant any interest received by RCNY in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Xxxxxxxx knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant and RCNY GCF agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from RCNY GCF to Merchant. Xxxxxxxx Merchant agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. RCNY GCF has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to RCNY GCF in respect to the full amount of the Receipts shall be conditioned upon Merchant’s 's sale of products and services, and the payment therefore by Merchant’s customers's customers in the manner provided in Section 1.1. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that RCNY GCF has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY GCF shall promptly refund to Merchant any interest received by RCNY GCF in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY GCF not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Xxxxxxxx Merchant knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant and RCNY BCP agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from RCNY BCP to Merchant. Xxxxxxxx Merchant agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. RCNY BCP has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are createdcollected by the Merchant, and transferred to BCP. Payments made to RCNY BCP in respect to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customers. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, then it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that RCNY BCP has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY BCP shall promptly refund to Merchant any interest received by RCNY BCP in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY BCP not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Xxxxxxxx Merchant knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant and RCNY GCF agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from RCNY GCF to Merchant. Xxxxxxxx Merchant agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. RCNY GCF has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to RCNY GCF in respect to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customerscustomers in the manner provided in Section 1.1. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interestinterest , it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that RCNY GCF has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY GCF shall promptly refund to Merchant any interest received by RCNY GCF in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY GCF not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereofthereof , Xxxxxxxx Merchant knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant and RCNY VCG agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from RCNY VCG to Merchant. Xxxxxxxx Mxxxxxxx agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. RCNY VCG has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to RCNY VCG in respect to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customers. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that RCNY VCG has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY VCG shall promptly refund to Merchant any interest received by RCNY VCG in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY VCG not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Xxxxxxxx Mxxxxxxx knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant and RCNY FUNDER agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from RCNY FUNDER to Merchant. Xxxxxxxx Merchant agrees that the Purchase Price is in exchange for the sale of future Receipts pursuant to this Agreement, and that it Agreement equals the fair market value of such Receipts. RCNY FUNDER has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to RCNY FUNDER in respect to the full amount of the Receipts shall be conditioned upon Merchant’s 's sale of products and services, services and the payment therefore by Merchant’s customers's customers in the manner provided in Section 1.1. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, hereunder and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that RCNY FUNDER has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY FUNDER shall promptly refund to Merchant any interest received by RCNY FUNDER in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY FUNDER not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Xxxxxxxx knowingly and willingly waives the defense of Usury in any action or proceeding.

Sale of Receipts. Merchant and RCNY CBSG agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from RCNY PURCHASER to Merchant. Xxxxxxxx Merchant agrees that the Purchase Price is in exchange for the Future Receipts pursuant to this Agreement, and that it Agreement equals the fair market value of such Receipts. RCNY PURCHASER has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to RCNY in PURCHASER with respect to the full amount of the Receipts shall be conditioned upon Merchant’s 's sale of products and services, services and the payment therefore by Merchant’s customers. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and 's customers in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at lawmanner provided in Section 1.1. IN NO EVENT SHALL THE AGGREGATE OF THE AMOUNTS RECEIVED BE DEEMED AS INTEREST HEREUNDER. In the event that a court nonetheless determines that RCNY PURCHASER has charged or received interest hereunder hereunder, and that said amount is in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RCNY PURCHASER shall promptly refund to Merchant any interest received by RCNY PURCHASER in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY PURCHASER not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Xxxxxxxx knowingly and willingly waives the defense of Usury in any action or proceedingMERCHANT ACKNOWLEDGES THAT PENNSYLVANIA LAW APPLIES TO THE WITHIN AGREEMENT.