Supplier Covenants. So long as any Purchased Receivable remains outstanding, the Supplier agrees that: 6.1 The Supplier shall: (a) take all necessary action to vest full title to the Purchased Receivables and the proceeds thereof purchased hereunder in the Investor, free and clear of any adverse claims, and defend the right, title and interest of the Investor in any of the foregoing property, against all claims of third parties claiming through or under the Supplier with respect to the Purchased Receivables, and upon the written request of the Investor Agent, the Supplier, at its sole expense, shall promptly and duly execute and deliver all such further instruments and documents and take such further action as the Investor Agent may reasonably request for the purpose of obtaining the full benefits of the Receivables Purchase Agreement and the Purchased Receivables and of the rights and powers herein and therein granted with respect to the Purchased Receivables. For the avoidance of doubt, the Purchase Price paid to Supplier for such Purchased Receivables shall not constitute proceeds of such Purchased Receivables; (b) hold any payment received by it from the Buyer pertaining to Purchased Receivables in trust for the benefit of the Investor and account for and remit the same promptly to the Investor (for purposes of the foregoing, any payment made by the Buyer with respect to any Purchased Receivable shall, except as otherwise specified by the Buyer or as otherwise required by contract or law, be deemed applied to Purchased Receivables (in order of maturity, starting with the oldest such Purchased Receivable) to the extent of any amounts due and payable thereunder, before being applied to any other obligation of the Buyer to the Supplier); (c) pay and discharge prior to delinquency, and hold the Investor harmless from, all taxes, assessments, levies and other governmental charges imposed upon and payable by the Supplier, with such indemnity to extend to any loss, damage or expense incurred by the Investor as a result of tax liens for taxes payable by the Supplier or any other lien or claim being placed on Purchased Receivables purchased by the Investor, other than any lien or claim placed on any such Purchased Receivable as a result of any act of the Investor; (d) notify the Investor Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto: (i) the occurrence of any event or condition that could reasonably be expected to have a material adverse effect on the Supplier or the transactions contemplated hereby; (ii) the occurrence of any Insolvency Event with respect to the Supplier; or (iii) the occurrence of a default after the expiration of any notice and grace period or an event of default under any other material financing arrangement pursuant to which the Supplier is a debtor or an obligor; and (e) If (a) any representation or warranty made by the Supplier with respect to a Purchased Receivable is or proves to be inaccurate, incorrect or untrue, in any material respect, on any date as of which it is made or deemed to be made, (b) any covenant in Section 6 is breached in any material respect; or (c) any lien, encumbrance or adverse claim shall have occurred or otherwise exist with respect to such Purchased Receivable (other than in favor of the Investor or the Investor Agent), then, in each case, provide to the Investor Agent promptly upon its request, a true and correct copy of each Contract, and any amendment thereto entered into after the Effective Date to the extent necessary for the Investor or Investor Agent to exercise its rights under this Agreement, provided however that the Supplier retains their right in its sole discretion to withhold information contained in each Contract and/or amendment disclosing any trade secrets or other confidential information, including, but not limited to pricing and formulas. For the avoidance of doubt, any non-public information provided by the Supplier pursuant to this section or the Facility Documents shall be deemed confidential information whether or not disclosed to the Investor or the Investor Agent through its site, in writing, orally, or by any other means. 6.2 The Supplier shall not: (a) extend, amend or otherwise modify the terms of any Purchased Receivable, or make any change to any Contract that would make the representations or warranties relating to such Purchased Receivable contained in Section 4 of this Agreement inaccurate in any respect, without the prior written consent of the Investor Agent; (b) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any adverse claim upon or with respect to, any Purchased Receivable or the proceeds thereof or any Contract under which any Purchased Receivable arises, or assign any right to receive income with respect thereto, except for the interest of the Investor and Investor Agent. For the avoidance of doubt, the Purchase Price paid to Supplier for such Purchased Receivables shall not constitute proceeds of, or a right to receive income with respect to such Purchased Receivables; Notwithstanding the foregoing, this provision shall not apply with respect to any property of the Supplier that is retained by Supplier. (c) interfere with any collection of any Purchased Receivable or attempt to receive or make, collection from the Buyer in respect of any Purchased Receivable; and (d) change its name, identity, corporate structure or jurisdiction of formation unless it shall have (i) given the Investor Agent at least thirty (30) days’ prior written notice thereof and (ii) delivered to the Investor Agent all financing statements, instruments and other documents reasonably requested by the Investor Agent in connection with such change or relocation.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Parexel International Corp)
Supplier Covenants. So long as any Purchased Receivable remains outstanding, the Supplier agrees that:
6.1 7.2.1 The Supplier shall:
(a) take at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Contract;
(b) obtain, and maintain throughout the duration of this Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary action for the provision of the Services;
(c) ensure that any products or services recommended or otherwise specified by the Supplier for use by the Authority, LCRN Hosts or LCRN Partners in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or Services to vest full title meet the requirements of the Authority;
(d) the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Authority);
(e) the Services are fully compatible with any Authority Property or Authority Assets used by the Supplier in connection with this Contract;
(f) minimise any disruption to the Purchased Receivables Sites and/or the operations of the Authority, LCRN Hosts and/or LCRN Partners when providing the Services; DH CRNCC Contract (Contract Terms)
(g) ensure that any Documentation and training provided by the proceeds thereof purchased hereunder Supplier to the Authority, LCRN Hosts or LCRN Partners are comprehensive, accurate and prepared in accordance with Good Industry Practice;
(h) co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Authority and/or to any Replacement Supplier;
(i) assign to the Authority, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Authority may notify from time to time to the Supplier;
(j) provide the Authority with such assistance as the Authority may reasonably require during the Contract Period in respect of the supply of the Services;
(k) deliver the Services in a proportionate and efficient manner;
(l) ensure that neither it, nor any of its Affiliates, embarrasses the Authority or otherwise brings the Authority, LCRN Hosts or LCRN Partners into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the InvestorAuthority, free and clear regardless of any adverse claims, and defend the right, title and interest of the Investor in any of the foregoing property, against all claims of third parties claiming through whether or under the Supplier with respect not such act or omission is related to the Purchased ReceivablesSupplier’s obligations under this Contract; and
(m) gather, collate and upon the written request of the Investor Agent, the Supplier, at its sole expense, shall promptly provide such information and duly execute and deliver all such further instruments and documents and take such further action co-operation as the Investor Agent Authority may reasonably request for the purpose of obtaining the full benefits of the Receivables Purchase Agreement and the Purchased Receivables and of the rights and powers herein and therein granted with respect to the Purchased Receivables. For the avoidance of doubt, the Purchase Price paid to Supplier for such Purchased Receivables shall not constitute proceeds of such Purchased Receivables;
(b) hold any payment received by it from the Buyer pertaining to Purchased Receivables in trust for the benefit of the Investor and account for and remit the same promptly to the Investor (for purposes of the foregoing, any payment made by the Buyer with respect to any Purchased Receivable shall, except as otherwise specified by the Buyer or as otherwise required by contract or law, be deemed applied to Purchased Receivables (in order of maturity, starting with the oldest such Purchased Receivable) to the extent of any amounts due and payable thereunder, before being applied to any other obligation of the Buyer to ascertaining the Supplier);
(c) pay and discharge prior to delinquency, and hold the Investor harmless from, all taxes, assessments, levies and other governmental charges imposed upon and payable by the Supplier, ’s compliance with such indemnity to extend to any loss, damage or expense incurred by the Investor as a result of tax liens for taxes payable by the Supplier or any other lien or claim being placed on Purchased Receivables purchased by the Investor, other than any lien or claim placed on any such Purchased Receivable as a result of any act of the Investor;
(d) notify the Investor Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto: (i) the occurrence of any event or condition that could reasonably be expected to have a material adverse effect on the Supplier or the transactions contemplated hereby; (ii) the occurrence of any Insolvency Event with respect to the Supplier; or (iii) the occurrence of a default after the expiration of any notice and grace period or an event of default its obligations under any other material financing arrangement pursuant to which the Supplier is a debtor or an obligorthis Contract; and
(en) If (a) continue to have all necessary rights in and to the Third Party IPRs, the Supplier Background IPRs and any representation or warranty other materials made available by the Supplier with respect to a Purchased Receivable is or proves to be inaccurate, incorrect or untrue, in (and/or any material respect, on any date as of which it is made or deemed to be made, (bSub-contractor) any covenant in Section 6 is breached in any material respect; or (c) any lien, encumbrance or adverse claim shall have occurred or otherwise exist with respect to such Purchased Receivable (other than in favor of the Investor or the Investor Agent), then, in each case, provide to the Investor Agent promptly upon its request, a true and correct copy of each Contract, and any amendment thereto entered into after the Effective Date to the extent Authority which are necessary for the Investor or Investor Agent to exercise its rights performance of the Supplier’s obligations under this Agreement, provided however that Contract and/or the receipt of the Services by the Authority.
7.2.2 An obligation on the Supplier retains their right in its sole discretion to withhold information contained in each Contract and/or amendment disclosing any trade secrets do, or other confidential information, including, but not limited to pricing and formulas. For the avoidance of doubtrefrain from doing, any non-public information provided by act or thing shall include an obligation upon the Supplier pursuant to this section or the Facility Documents shall be deemed confidential information whether or not disclosed to the Investor or the Investor Agent through its site, in writing, orallyprocure that all Sub-Contractors and Supplier Personnel also do, or by any other meansrefrain from doing, such act or thing.
6.2 7.2.3 The Supplier shall not:
(a) extend, amend or otherwise modify Authority may inspect and examine the terms of any Purchased Receivable, or make any change to any Contract that would make the representations or warranties relating to such Purchased Receivable contained manner in Section 4 of this Agreement inaccurate in any respect, without the prior written consent of the Investor Agent;
(b) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any adverse claim upon or with respect to, any Purchased Receivable or the proceeds thereof or any Contract under which any Purchased Receivable arises, or assign any right to receive income with respect thereto, except for the interest of the Investor and Investor Agent. For the avoidance of doubt, the Purchase Price paid to Supplier for such Purchased Receivables shall not constitute proceeds of, or a right to receive income with respect to such Purchased Receivables; Notwithstanding the foregoing, this provision shall not apply with respect to any property of the Supplier that is retained by Supplierprovides the Services at the Sites and the Authority may carry out such inspection and examination during normal business hours and on reasonable notice.
(c) interfere with any collection of any Purchased Receivable or attempt to receive or make, collection from the Buyer in respect of any Purchased Receivable; and
(d) change its name, identity, corporate structure or jurisdiction of formation unless it shall have (i) given the Investor Agent at least thirty (30) days’ prior written notice thereof and (ii) delivered to the Investor Agent all financing statements, instruments and other documents reasonably requested by the Investor Agent in connection with such change or relocation.
Appears in 1 contract
Supplier Covenants. So long as any Purchased Receivable remains outstanding, the The Supplier hereby covenants and agrees that:
6.1 The Supplier shall:
(a) take all necessary action Supplier shall use the System solely to vest full title to the Purchased Receivables settle genuine and the proceeds thereof purchased hereunder lawful commercial trade transactions, arising in the Investorordinary course of business, free for the sale and clear purchase of goods or services between Supplier and Buyers. Supplier shall not use the System for investment or arbitrage purposes, or for any money laundering purpose, or in contravention of any adverse claims, and defend the right, title and interest of the Investor in any of the foregoing property, against all claims of third parties claiming through law or under the Supplier with respect to the Purchased Receivables, and upon the written request of the Investor Agent, the Supplier, at its sole expense, shall promptly and duly execute and deliver all such further instruments and documents and take such further action as the Investor Agent may reasonably request for the purpose of obtaining the full benefits of the Receivables Purchase Agreement and the Purchased Receivables and of the rights and powers herein and therein granted with respect to the Purchased Receivables. For the avoidance of doubt, the Purchase Price paid to Supplier for such Purchased Receivables shall not constitute proceeds of such Purchased Receivables;regulation.
(b) hold any payment received Supplier shall comply with all relevant laws and regulations applicable to this Agreement, the Receivables and transactions conducted using the System including, without limitation, all applicable export control laws, and shall keep its state or other place of incorporation and the office where it keeps its records concerning the Receivables at the address set forth in Section 6.9. Supplier shall timely and fully perform and comply with all material provisions required to be observed by it from under the contracts related to the Receivables and promptly inform Citibank of any breach or default by Supplier or any Buyer pertaining to Purchased Receivables in trust for the benefit of any of the Investor and account for and remit terms thereof.
(c) The Supplier shall not (i) sell or otherwise dispose of or permit any encumbrance on the same promptly to Receivables other than Citibank’s interest therein, (ii) amend or extend the Investor payment terms of any purchased Receivable or (for purposes of the foregoing, iii) take or omit any payment made by the Buyer action that might in any way prejudice or limit Citibank’s rights with respect to any Purchased Receivable shall, except as otherwise specified by the Buyer or as otherwise required by contract or law, be deemed applied to Purchased Receivables (in order of maturity, starting with the oldest such Purchased Receivable) to the extent of any amounts due and payable thereunder, before being applied to any other obligation of the Buyer to the Supplier);
(c) pay and discharge prior to delinquency, and hold the Investor harmless from, all taxes, assessments, levies and other governmental charges imposed upon and payable by the Supplier, with such indemnity to extend to any loss, damage or expense incurred by the Investor as a result of tax liens for taxes payable by the Supplier or any other lien or claim being placed on Purchased Receivables purchased by the Investor, other than any lien or claim placed on any such Purchased Receivable as a result of any act of the Investor;this Agreement.
(d) notify The Supplier shall maintain and implement administrative and operating procedures, and keep and maintain all documents, books, records and other information reasonably necessary for the Investor Agent in writing collection of any all Receivables, and with respect to compliance of the following promptly upon learning underlying commercial transactions with applicable law. Supplier shall retain each record required to be maintained under this Section 5.3(d) during the term of the occurrence thereof, describing the same this Agreement plus seven (7) years and, if applicable, the steps being taken for such longer period as may be required by law. Supplier shall make such procedures, documents, books, records and other information available to Citibank and its agents, representatives and relevant authorities upon request, and shall allow copies or extracts thereof to be made, as Citibank deems necessary. All information provided by Supplier to Citibank from time to time in connection with respect thereto: (i) the occurrence of any event or condition that could reasonably this Agreement shall be expected true and accurate in all material respects, and Citibank is hereby authorized from time to have a material adverse effect on the Supplier or the transactions contemplated hereby; (ii) the occurrence of any Insolvency Event with respect time to the verify information about Supplier; or (iii) the occurrence of a default after the expiration of any notice and grace period or an event of default under any other material financing arrangement pursuant to which the Supplier is a debtor or an obligor; and.
(e) If (a) any representation or warranty made by the Supplier with respect to a Purchased Receivable is or proves to be inaccurate, incorrect or untrue, in any material respect, on any date as of which it is made or deemed to be made, (b) any covenant in Section 6 is breached in any material respect; or (c) any lien, encumbrance or adverse claim shall have occurred or otherwise exist with respect to such Purchased Receivable (other than in favor of the Investor or the Investor Agent), then, in each case, provide to the Investor Agent promptly upon its request, a true and correct copy of each Contract, and any amendment thereto entered into after the Effective Date to the extent necessary for the Investor or Investor Agent to exercise its rights under this Agreement, provided however that the Supplier retains their right in its sole discretion to withhold information contained in each Contract and/or amendment disclosing any trade secrets or other confidential information, including, but not limited to pricing and formulas. For the avoidance of doubt, any non-public information provided by the Supplier pursuant to this section or the Facility Documents shall be deemed confidential information whether or not disclosed to the Investor or the Investor Agent through its site, in writing, orally, or by any other means.
6.2 The Supplier shall not:
(a) extend, amend or otherwise modify the terms of any Purchased Receivable, or make any change to any Contract that would make the representations or warranties relating to such Purchased Receivable contained in Section 4 of this Agreement inaccurate in any respect, without the prior written consent of the Investor Agent;
(b) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any adverse claim upon or with respect to, any Purchased Receivable or the proceeds thereof or any Contract under which any Purchased Receivable arises, or assign any right to receive income with respect thereto, except for the interest of the Investor and Investor Agent. For the avoidance of doubt, the Purchase Price paid to Supplier for such Purchased Receivables shall not constitute proceeds of, or a right to receive income with respect to such Purchased Receivables; Notwithstanding the foregoing, this provision shall not apply with respect to any property of the Supplier that is retained by Supplier.
(c) interfere with any collection of any Purchased Receivable or attempt to receive or make, collection from the Buyer in respect of any Purchased Receivable; and
(d) change its name, identity, corporate structure or jurisdiction of formation unless it shall have will (i) given the Investor Agent at least thirty (30) days’ prior written notice thereof xxxx its computer records relating to any Receivables purchased by Citibank with a legend evidencing that Citibank has purchased such Receivables, and (ii) delivered at Citibank’s request, transfer possession to Citibank of all receipts, order slips, acceptances, and other records or documentation pertaining to the Investor Agent sale of goods or services to which such Receivables relate. Supplier shall maintain procedures (including, without limitation, an ability to recreate records evidencing specific Receivables and related contracts in the event of the destruction of the originals thereof), and keep and maintain all financing statementsdocuments, instruments books, records and other documents information reasonably requested necessary for collecting all Receivables (including, without limitation, records adequate to permit the daily identification of each Receivable and all collections or adjustments with respect thereto).
(f) The Supplier hereby irrevocably authorizes Citibank, in its sole discretion, to file one or more financing statements (and other similar instruments) and amendments thereto, relative to all or any part of the Receivables purchased by Citibank, without the Investor Agent signature of Supplier, to the extent permitted by applicable law. If not so permitted by applicable law, or in connection with such change other circumstances as Citibank may reasonably request, Supplier will execute and file any such financing statements and amendments thereto, and such other instruments or relocationnotices, as may be necessary or appropriate to perfect and maintain the perfection of Citibank’s ownership and security interest in such Receivables.
Appears in 1 contract
Samples: Supplier Agreement
Supplier Covenants. So long as any Purchased Receivable remains outstandingThe Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Contract; save to the extent that obtaining and maintaining the same are Buyer Responsibilities and subject to Clause 13 (Change), obtain, and maintain throughout the duration of this Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that: it shall continue to have all necessary rights in and to the Licensed Software, the Third Party IPRs, the Supplier agrees that:
6.1 The Background IPRs and any other materials made available by the Supplier shall:
(aand/or any Sub‑contractor) take all necessary action to vest full title to the Purchased Receivables Buyer which are necessary for the performance of the Supplier’s obligations under this Contract and/or the receipt of the Services by the Buyer; the release of any new Software or upgrade to any Software complies with the interface requirements in the Services Description and (except in relation to new Software or upgrades which are released to address Malicious Software or to comply with the requirements of Schedule 2.4 (Security Management)) shall notify the Buyer 3 months before the release of any new Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the relevant specification; any products or services recommended or otherwise specified by the Supplier for use by the Buyer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or Services to meet the Buyer Requirements; and the proceeds thereof purchased hereunder Supplier System and Assets used in the Investorperformance of the Services will be free of all encumbrances (except as agreed in writing with the Buyer) and will be Euro Compliant; minimise any disruption to the Services, free the IT Environment and/or the Buyer's operations when carrying out its obligations under this Contract; ensure that any Documentation and clear training provided by the Supplier to the Buyer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the expiry or termination of this Contract for any reason, to enable the timely transition of the Services (or any of them) to the Buyer and/or to any Replacement Supplier; to the extent it is legally able to do so, hold on trust for the sole benefit of the Buyer, all warranties and indemnities provided by third parties or any Sub-contractor in respect of any adverse claimsDeliverables and/or the Services and, and defend the right, title and interest of the Investor in where any of the foregoing property, against all claims of third parties claiming through or under the Supplier with respect to the Purchased Receivables, and upon the written request of the Investor Agent, the Suppliersuch warranties are held on trust, at its sole expensecost enforce such warranties in accordance with any reasonable directions that the Buyer may notify from time to time to the Supplier; unless it is unable to do so, shall promptly assign to the Buyer on the Buyer’s written request and duly execute and deliver all at the cost of the Supplier any such further instruments and documents and take warranties and/or indemnities as are referred to in Clause 5.5(g); provide the Buyer with such further action assistance as the Investor Agent Buyer may reasonably require during the Term in respect of the supply of the Services; gather, collate and provide such information and co-operation as the Buyer may reasonably request for the purpose purposes of obtaining ascertaining the full benefits Supplier’s compliance with its obligations under this Contract; notify the Buyer in writing as soon as reasonably possible and in any event within 1 month of any change of Control taking place; notify the Buyer in writing within 10 Working Days of their occurrence, of any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under this Contract; ensure that neither it, nor any of its Affiliates, embarrasses the Buyer or otherwise brings the Buyer into disrepute by engaging in any act or omission in relation to this Contract which is reasonably likely to diminish the trust that the public places in the Buyer; and manage closure or termination of Services and end of life of Goods to take account of the Receivables Purchase Agreement Buyer’s disposal requirements, including recycling and scope for re-use, and all applicable Standards. An obligation on the Purchased Receivables Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-contractors and Supplier Personnel also do, or refrain from doing, such act or thing. Without prejudice to Clauses 19.2 and 19.3 (IPRs Indemnity) and any other rights and remedies of the rights and powers herein and therein granted with respect to the Purchased Receivables. For the avoidance of doubtBuyer howsoever arising, the Purchase Price paid Supplier shall: remedy any breach of its obligations in Clauses 5.5(b) to Supplier for such Purchased Receivables shall not constitute proceeds 5.5(d) inclusive within 3 Working Days of such Purchased Receivables;
(b) hold any payment received by it from the Buyer pertaining to Purchased Receivables in trust for the benefit becoming aware of the Investor and account for and remit the same promptly to the Investor (for purposes breach or being notified of the foregoing, any payment made breach by the Buyer where practicable or within such other time period as may be agreed with respect the Buyer (taking into account the nature of the breach that has occurred); remedy any breach of its obligations in Clause 5.5(a) and Clauses 5.5(e) to any Purchased Receivable shall, except as otherwise specified 5.5(j) inclusive within 20 Working Days of becoming aware of the breach or being notified of the breach by the Buyer or as otherwise required by contract or law, be deemed applied to Purchased Receivables (in order of maturity, starting with Buyer; and meet all the oldest such Purchased Receivable) to the extent of any amounts due and payable thereunder, before being applied to any other obligation of the Buyer to the Supplier);
(c) pay and discharge prior to delinquencycosts of, and hold the Investor harmless from, all taxes, assessments, levies and other governmental charges imposed upon and payable by the Supplier, with such indemnity to extend to any loss, damage or expense incurred by the Investor as a result of tax liens for taxes payable by the Supplier or any other lien or claim being placed on Purchased Receivables purchased by the Investor, other than any lien or claim placed on any such Purchased Receivable as a result of any act of the Investor;
(d) notify the Investor Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicableincidental to, the steps being taken with respect thereto: (i) the occurrence performance of any event or condition that could reasonably be expected to have a material adverse effect on the Supplier or the transactions contemplated hereby; (ii) the occurrence of any Insolvency Event with respect to the Supplier; or (iii) the occurrence of a default after the expiration of any notice and grace period or an event of default under any other material financing arrangement pursuant to which the Supplier is a debtor or an obligor; and
(e) If (a) any representation or warranty made by the Supplier with respect to a Purchased Receivable is or proves to be inaccurate, incorrect or untrue, in any material respect, on any date as of which it is made or deemed to be made, (b) any covenant in Section 6 is breached in any material respect; or (c) any lien, encumbrance or adverse claim shall have occurred or otherwise exist with respect to such Purchased Receivable (other than in favor of the Investor or the Investor Agent), then, in each case, provide to the Investor Agent promptly upon its request, a true and correct copy of each Contractremedial work, and any amendment thereto entered into after the Effective Date to the extent necessary for the Investor or Investor Agent to exercise its rights under this Agreement, provided however that the Supplier retains their right in its sole discretion to withhold information contained in each Contract and/or amendment disclosing any trade secrets or other confidential information, including, but not limited to pricing and formulas. For the avoidance of doubt, any non-public information provided by the Supplier pursuant to this section or the Facility Documents shall be deemed confidential information whether or not disclosed to the Investor or the Investor Agent through its site, in writing, orally, or by any other means.
6.2 The Supplier shall not:
(a) extend, amend or otherwise modify the terms of any Purchased Receivable, or make any change to any Contract that would make the representations or warranties relating to such Purchased Receivable contained in Section 4 of this Agreement inaccurate in any respect, without the prior written consent of the Investor Agent;
(b) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any adverse claim upon or with respect to, any Purchased Receivable or the proceeds thereof or any Contract under which any Purchased Receivable arises, or assign any right to receive income with respect thereto, except for the interest of the Investor and Investor Agent. For the avoidance of doubt, the Purchase Price paid to Supplier for such Purchased Receivables shall not constitute proceeds of, or a right to receive income with respect to such Purchased Receivables; Notwithstanding the foregoing, this provision shall not apply with respect to any property failure of the Supplier that is retained by Supplierto comply with its obligations under Clause 5.7(a) or Clause 5.7(b) within the specified or agreed timeframe shall constitute a Notifiable Default.
(c) interfere with any collection of any Purchased Receivable or attempt to receive or make, collection from the Buyer in respect of any Purchased Receivable; and
(d) change its name, identity, corporate structure or jurisdiction of formation unless it shall have (i) given the Investor Agent at least thirty (30) days’ prior written notice thereof and (ii) delivered to the Investor Agent all financing statements, instruments and other documents reasonably requested by the Investor Agent in connection with such change or relocation.
Appears in 1 contract
Samples: Call Off Terms
Supplier Covenants. So long as any Purchased Receivable remains outstanding, the Supplier agrees that:
6.1 The Supplier shallhereby covenants and agrees with Citibank as follows:
(a) take The Supplier shall use the System solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the sale and purchase of goods or services between the Supplier and Buyers.
(b) Supplier shall comply with all necessary action relevant laws and regulations applicable to vest full title this Agreement, the Receivables and transactions conducted using the System including, without limitation, all applicable export control laws, and shall keep its state or other place of incorporation or organization and the office where it keeps its records concerning the Receivables at the address referred to in Section 5.9. The Supplier shall timely and fully perform and comply with all material provisions required to be observed by it under the contracts related to the Purchased Receivables and promptly inform Citibank of any breach or default by the proceeds thereof purchased hereunder Supplier or any Buyer of any of the terms thereof.
(c) The Supplier shall (a) at the request of Citibank, execute any such documents and do all acts and things as may be, in the Investoropinion of Citibank, free reasonably necessary to protect Citibank’s rights and clear benefits in respect of any adverse claims, and defend the rightthis Agreement and/or to confer to Citibank all rights, title and interest of the Investor Supplier in respect of any Receivable purchased by Citibank and (b) maintain and implement administrative and operating procedures and keep and maintain all documents, books, records and other information (including without limitation the relevant supply contract and shipping documents) reasonably necessary or advisable for the collection of all Receivables purchased by Citibank or in order to comply with applicable laws and regulations and provide copies of such records and documentation to Citibank promptly on request. The Supplier shall retain each record required to be maintained under this Section 4.3(c) for at least the longer of (i) the term of this Agreement or (ii) as may be required by applicable law or regulation.
(d) The Supplier shall not, at any time after making a Discount Offer to Citibank, sell or otherwise dispose of or permit any encumbrance on the Receivables offered to or purchased by Citibank other than Citibank’s interest therein.
(e) The Supplier hereby irrevocably authorizes Citibank, in its sole discretion, to file one or more financing statements (and other similar instruments) and amendments thereto and, if the Supplier is not a U.S. Person, any other notice, registration, document or instrument required under the laws of the foregoing property, against all claims Supplier’s jurisdiction of third parties claiming through or under the Supplier with respect to the Purchased Receivablesorganization, and upon the written request to take any other action, relative to all or any part of the Investor AgentReceivables purchased by Citibank, without the signature of the Supplier, at its sole expense, shall promptly and duly execute and deliver all such further instruments and documents and take such further action as the Investor Agent may reasonably request for the purpose of obtaining the full benefits of the Receivables Purchase Agreement and the Purchased Receivables and of the rights and powers herein and therein granted with respect to the Purchased Receivables. For the avoidance of doubt, the Purchase Price paid to Supplier for such Purchased Receivables shall not constitute proceeds of such Purchased Receivables;
(b) hold any payment received by it from the Buyer pertaining to Purchased Receivables in trust for the benefit of the Investor and account for and remit the same promptly to the Investor (for purposes of the foregoing, any payment made by the Buyer with respect to any Purchased Receivable shall, except as otherwise specified by the Buyer or as otherwise required by contract or law, be deemed applied to Purchased Receivables (in order of maturity, starting with the oldest such Purchased Receivable) to the extent permitted by applicable law, in each case as may be necessary or appropriate in order to perfect and maintain the perfection of Citibank’s ownership of and security interest in such Receivables. If not so permitted by applicable law, or in such other circumstances as Citibank may reasonably request, the Supplier will execute and file any such financing statements and amendments thereto, and such other notices, registrations, documents and instruments, and will take any other required action, as may be necessary or appropriate to perfect and maintain the perfection of Citibank’s ownership and security interest in such Receivables. If the Supplier is a U.S. Person, the Supplier shall not (i) change its location (as defined in Section 9-307 of the New York UCC) or (ii) change its name from its current legal name without providing Citibank at least 30 Business Days prior written notice.
(f) The Supplier will xxxx its computer records relating to any Receivables purchased by Citibank with a legend evidencing that Citibank has purchased such receivables.
(g) The Supplier shall immediately notify Citibank if it ever becomes or believes it is likely to become a subsidiary or affiliate of any amounts due and payable thereunder, before being applied to any other obligation of the Buyer to the Supplier);Buyer.
(ch) pay and discharge prior to delinquency, and hold the Investor harmless from, all taxes, assessments, levies and other governmental charges imposed upon and payable by the Supplier, with such indemnity to extend to any loss, damage or expense incurred by the Investor as a result None of tax liens for taxes payable by the Supplier or any other lien of its parents or claim being placed on Purchased Receivables purchased by subsidiaries, or any of their respective directors, officers, or employees, or to the Investor, other than any lien or claim placed on any such Purchased Receivable as a result of any act knowledge of the Investor;
(d) notify Supplier, the Investor Agent in writing affiliates or agents of the Suppliers or any of the following promptly upon learning their subsidiaries, will, directly or indirectly, use any part of the occurrence thereofDiscount Proceeds, describing the same andor lend, if applicablecontribute, the steps being taken with respect thereto: or otherwise make available such proceeds (i) to fund or facilitate any activities or business of or with any Person that, at the occurrence time of any event such funding or condition that could reasonably be expected to have facilitation, is a material adverse effect on the Supplier or the transactions contemplated hereby; Sanctioned Person, (ii) the occurrence to fund or facilitate any activities or business of or in any Insolvency Event with respect to the Supplier; or Sanctioned Jurisdiction, (iii) the occurrence of a default after the expiration of any notice and grace period or an event of default under any other material financing arrangement pursuant to which the Supplier is a debtor or an obligor; and
(e) If (a) any representation or warranty made by the Supplier with respect to a Purchased Receivable is or proves to be inaccurate, incorrect or untrue, in any material respectmanner that would result in a violation by any Person of Sanctions, on any date as of which it is made or deemed to be made, (b) any covenant in Section 6 is breached in any material respect; or (civ) any lienin violation of applicable law, encumbrance or adverse claim shall have occurred or otherwise exist with respect to such Purchased Receivable (other than in favor including, without limitation, Anti-Corruption Laws. None of the Investor execution, delivery, or the Investor Agent), then, in each case, provide to the Investor Agent promptly upon its request, a true and correct copy performance of each Contract, and any amendment thereto entered into after the Effective Date to the extent necessary for the Investor or Investor Agent to exercise its rights under this Agreement, provided however that the Supplier retains their right in its sole discretion to withhold information contained in each Contract and/or amendment disclosing or any trade secrets or other confidential informationactivities, includingtransactions, but not limited to pricing and formulas. For the avoidance of doubt, any non-public information provided by the Supplier pursuant to this section or the Facility Documents shall be deemed confidential information whether or not disclosed to the Investor or the Investor Agent through its site, in writing, orallyservices, or security interest contemplated by any other meansthis Agreement, would result in a violation of Sanctions by Citibank.
6.2 The Supplier shall not:
(a) extend, amend or otherwise modify the terms of any Purchased Receivable, or make any change to any Contract that would make the representations or warranties relating to such Purchased Receivable contained in Section 4 of this Agreement inaccurate in any respect, without the prior written consent of the Investor Agent;
(b) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any adverse claim upon or with respect to, any Purchased Receivable or the proceeds thereof or any Contract under which any Purchased Receivable arises, or assign any right to receive income with respect thereto, except for the interest of the Investor and Investor Agent. For the avoidance of doubt, the Purchase Price paid to Supplier for such Purchased Receivables shall not constitute proceeds of, or a right to receive income with respect to such Purchased Receivables; Notwithstanding the foregoing, this provision shall not apply with respect to any property of the Supplier that is retained by Supplier.
(c) interfere with any collection of any Purchased Receivable or attempt to receive or make, collection from the Buyer in respect of any Purchased Receivable; and
(d) change its name, identity, corporate structure or jurisdiction of formation unless it shall have (i) given the Investor Agent at least thirty (30) days’ prior written notice thereof and (ii) delivered to the Investor Agent all financing statements, instruments and other documents reasonably requested by the Investor Agent in connection with such change or relocation.
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