SETTLEMENT AS TO SPECIFIC RECEIVABLES Sample Clauses

SETTLEMENT AS TO SPECIFIC RECEIVABLES. If a Responsible Officer of any Seller obtains knowledge or receives notice from the Company or the Administrative Agent that (a) on the day that any Receivable purchased or contributed hereunder was created or originated by such Seller (or, in the case of Receivables transferred or contributed on the Initial Closing Date, on the Initial Closing Date) any of the representations or warranties set forth in Section 5.1(k) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report and was not an Eligible Receivable or, (b) on any day any of the representations or warranties set forth in Section 5.1(k) with respect to any Transferred Receivable is no longer true with respect to such Receivable (each such Receivable, an "Ineligible Receivable"), then the Unpaid Balance of such Ineligible Receivable as of such day shall be applied to reduce the Purchase Price payable with respect to Receivables sold on such day by such Seller or to reduce the outstanding principal amount owed to such Seller under its Initial Seller Note effective as of the relevant Settlement Date; provided, that if (i) there are no purchases of Receivables from such Seller hereunder on such day (or insufficiently large purchases of Receivables to create a Purchase Price owing to such Seller on such day, which Purchase Price is large enough to be reduced by the amount of such net reduction) and the outstanding principal amount owed to such Seller under its Initial Seller Note has been reduced to zero (or the principal amount of such Initial Seller Note is not large enough to be reduced by the amount of such net reduction), or (ii) if the Company, absent a payment of such net reduction in cash, would be unable to meet its obligations under the Receivables Purchase Agreement, then, such Seller shall pay to the Company the remaining amount of the Unpaid Balance of such Ineligible Receivables that has not been so applied, in immediately available funds, not later than the relevant Settlement Date; provided, further, that if the Company receives payment on account of Collections due with respect to such Ineligible Receivable after the date of such application or payment, the Company promptly shall deliver such funds to such Seller. The enforcement of the obligations of such Seller set forth in this Section 3.3 shall be the sole remedy of the Company with respect to Ineligible Receivables. Notwithstanding anything herein to t...
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SETTLEMENT AS TO SPECIFIC RECEIVABLES. If on the day of purchase of any Receivable from any Originator hereunder any of the representations or warranties relating to title set forth in Section 6.12 is not true with respect to such Receivable, then such Originator forthwith shall deliver to Servicer for deposit into a Lock-box Account same day funds in an amount equal to the Unpaid Balance of such Receivable for application by Servicer to the same extent as if Collections of such Unpaid Balance had actually been received on such date; provided, that if AFC thereafter receives payment on account of Collections due with respect to such Receivable, AFC promptly shall deliver such funds to such Originator.
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SETTLEMENT AS TO SPECIFIC RECEIVABLES. If (a) on the ------------------------------------- day of purchase of any Receivable from any Originator hereunder any of the representations or warranties set forth in Article III are not true with respect ----------- to any Receivable, or (b) as a result of any action or inaction of such Originator, on any day any of the representations or warranties set forth in Article III are no longer true with respect to a Receivable, then such ----------- Originator forthwith shall deliver to the Servicer for deposit into an account same day funds in an amount equal to the unpaid balance of such Receivable for application by the Servicer to the same extent as if Collections of such unpaid balance had actually been received on such date; provided that, if the Buyer -------- thereafter receives payment on account of Collections due with respect to such Receivable, the Buyer promptly shall deliver such funds to such Originator.
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SETTLEMENT AS TO SPECIFIC RECEIVABLES. Subject to Section 8.2(a) hereof, if an officer of Transferor obtains knowledge or receives notice from CR LLC, the Servicer or the Administrator that (a) on the day that any Receivable purchased hereunder was purchased by CR LLC any of the representations or warranties set forth in Section 6.10 was not true with respect to such Receivable, or such Receivable was an Ineligible Purchased Receivable or (b) as a result of any action or inaction of Transferor, on any day any of the representations or warranties set forth in Section 6.10 is no longer true with respect to a Receivable, then Transferor forthwith shall reduce the Purchase Price with respect to Receivables that arose on the day on which Transferor obtained knowledge or notice of such event, an amount equal to the unpaid amount of such Receivable; provided, however, that if there have been no purchases of Receivables (or insufficiently large purchases of Receivables to create a Purchase Price large enough to so reduce by the amount of such net reduction) from Transferor on such day, any amount owed by which the Purchase Price payable to Transferor would have been reduced pursuant to the immediately preceding clause of this sentence shall be paid on or prior to the following Settlement Date in immediately available funds deposited in such account as CR LLC may specify in writing to CR LLC from time to time; provided, further, that if Transferor thereafter receives payment on account of Collections due with respect to such Receivable, Transferor promptly shall deliver such funds to CR LLC.
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SETTLEMENT AS TO SPECIFIC RECEIVABLES. If an officer of any Seller obtains knowledge or receives notice from the Company or the Administrator that (a) on the day that any Receivable purchased or transferred hereunder was created or originated by such Seller (or, in the case of Existing Receivables or Receivables purchased or transferred on the Initial Purchase Date, on the Initial Purchase Date), any of the representations or warranties set forth in Section 5.1(l) was not true with respect to such Receivable, or such Receivable was designated as an Eligible Receivable on the related Purchase Report (or, in the case of Existing Receivables, on the pro forma Settlement Report) and was not
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SETTLEMENT AS TO SPECIFIC RECEIVABLES. (a) Section 3.3(a) of the Purchase Agreement is amended by inserting the following new sentence at the end of such section: "In addition, the Transaction Fee paid by such Originator with respect to such Receivable shall be refunded to such Originator in the manner provided for in subsection (c) below."
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Related to SETTLEMENT AS TO SPECIFIC RECEIVABLES

  • Settlement as to Specific Receivables and Dilution (a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.20, 5.22, 5.23, 5.26 or 5.27 is no longer true with respect to such Receivable, then the Purchase Price for such Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Buyer thereafter receives payment on account of the Outstanding Balance of such Receivable, the Buyer promptly shall deliver such funds to such Originator.

  • Amendments to Schedule of Receivables If the Servicer, during a Collection Period, assigns to a Receivable an account number that differs from the original account number identifying such Receivable on the Schedule of Receivables, the Servicer shall deliver to the Issuer, the Owner Trustee and the Indenture Trustee, on or before the Payment Date relating to such Collection Period, an amendment to the Schedule of Receivables reporting the newly assigned account number, together with the old account number of each such Receivable. The first such delivery of amendments to the Schedule of Receivables shall include monthly amendments reporting account numbers appearing on the Schedule of Receivables with the new account numbers assigned to such Receivables during any prior Collection Period.

  • Sales of Receivables Sell, transfer, discount or otherwise dispose of notes, accounts receivable or other obligations owing to the Company or any Subsidiary of the Company, with or without recourse, except for collection in the ordinary course of business.

  • Conveyance of Initial Receivables In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to:

  • 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 automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c). 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.

  • Conveyance of Subsequent Receivables In consideration of the Issuer's delivery to or upon the order of the Seller of $____________, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (except as expressly provided in the Sale and Servicing Agreement), all right, title and interest of the Seller in and to:

  • As to Receivables (a) The Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.

  • Conveyance of Receivables By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance.

  • 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.

  • 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).

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