Common use of Terms of Purchase Clause in Contracts

Terms of Purchase. Section 2.1. Prior to the Termination Date, subject to the terms and conditions of this Agreement, the Company may, at the Company’s option, offer to sell and assign from time to time to the Banks, and the Banks hereby agree, severally and not jointly, to consider on an uncommitted basis to purchase a 100% interest in all or any portion of the present and future Receivables of each Approved Debtor as identified in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement or as identified in such other manner acceptable to the Administrative Agent and the Required Banks, provided that during the Commitment Period, to the extent offered by the Company, the Banks shall, severally and not jointly, be required to purchase a 100% interest in all or a portion of the Receivables of each Approved Debtor identified in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement or as identified in such other manner acceptable to the Administrative Agent and the Required Banks, provided that the Funded Amount is less than or equal to the Commitment Amount on the Settlement Date for such, taking the Purchase Price of such purchase paid by the Banks and any Collections received by the Banks on such Settlement Date into account (each such purchase, a “Committed Purchase”); further, provided that the Funded Amount at no time shall exceed (a) the Agreement Amount or (b) with respect to an Approved Debtor, the applicable Debtor Sublimit; further provided, that in any event (i) the Receivables that may be purchased and sold hereunder with respect to an Approved Debtor shall be deemed to be the Receivables of such Approved Debtor with the earliest due date (based upon their net invoice value excluding all accruals for any discounts) and (ii) the Original Amount of the Receivables offered to be purchased and sold hereunder with respect to each Approved Debtor shall represent a share of the total Original Amount of all Receivables offered to be purchased and sold hereunder of all Approved Debtors which is approximately equal (as determined by the Administrative Agent in its reasonable discretion and which shall be binding on the parties hereto, absent manifest error) to the share that the Original Amount of all Receivables of such Approved Debtor represents of the total Original Amount of all Receivables of all Approved Debtors.

Terms of Purchase. Section 2.1. Prior As of the closing of the Purchase, BRG represents and warrants to Purchaser, with the understanding the Purchaser is relying on the same and entering into this Agreement with respect to the Termination DatePurchase as follows: (i) BRG has taken all actions required by law, or otherwise, to authorize the execution, delivery and performance of this Agreement with respect to the Purchase; (ii) The consummation of the transactions contemplated by the Purchase and the compliance by the BRG with its obligations to effect the Purchase will not, with or without giving of notice or the lapse of time, or both, conflict with or result in a breach of any agreement to which BRG is a party or by which it is bound relating to the assets to be so acquired, or result in the creation of any lien or charge on such assets, or the termination of, or give any contracting party the right to terminate, any agreements affecting those assets; (iii) The sale of the assets pursuant to the terms of the Purchase do not require the consent or approval of any third party; (iv) At the closing of the Purchase, BRG will deliver to the Purchaser good and marketable title to the assets so acquired, free and clear of all liens, taxes, mortgages, security interests, charges, demands, encumbrances, exceptions or adverse claims. At such closing, all of the assets will be located at the Premises and will be free from all defects or damage and in good operating condition, having been acquired and maintained by BRG in accordance with normal and good business practices. The accounts receivable portion of the assets arose in the ordinary course of the conduct of the BRG's business, are valid and enforceable, subject to the terms no valid defense or offset, and conditions of this Agreementcan be collected in their full amount; (v) There is no pending or threatened action, claim, proceeding or investigation against or relating to BRG, the Company may, at the Company’s option, offer to sell and assign from time to time assets being sold pursuant to the Banks, and Purchase or the Banks hereby agree, severally and transactions being contemplated by the Purchase; (vi) Purchaser will not jointly, be responsible for any fee or commission payable to consider any person acting on an uncommitted basis to purchase a 100% interest behalf of or for BRG in all or any portion connection with the transactions contemplated by the Purchase; and (vii) The assets that are the subject of the present Purchase comprise all of the assets, materials, rights, contracts (other than the Franchise Agreement) and future Receivables of each Approved Debtor as identified relationships used by BRG in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement or as identified in such other manner acceptable to the Administrative Agent and the Required Banks, provided that during the Commitment Period, to the extent offered by the Company, the Banks shall, severally and not jointly, be required to purchase a 100% interest in all or a portion conduct of the Receivables of each Approved Debtor identified in Franchise business under the most recent Portfolio Report delivered to the Administrative Agent under this Agreement or System as identified in such other manner acceptable to the Administrative Agent and the Required Banks, provided that the Funded Amount is less than or equal to the Commitment Amount on the Settlement Date for such, taking the Purchase Price of such purchase paid by the Banks and any Collections received by the Banks on such Settlement Date into account (each such purchase, a “Committed Purchase”); further, provided that the Funded Amount at no time shall exceed (a) the Agreement Amount or (b) with respect to an Approved Debtor, the applicable Debtor Sublimit; further provided, that in any event (i) the Receivables that may be purchased and sold hereunder with respect to an Approved Debtor shall be deemed to be the Receivables of such Approved Debtor with the earliest due date (based upon their net invoice value excluding all accruals for any discounts) and (ii) the Original Amount of the Receivables offered to be purchased and sold hereunder with respect to each Approved Debtor shall represent a share date of the total Original Amount of all Receivables offered to be purchased and sold hereunder of all Approved Debtors which is approximately equal (as determined by the Administrative Agent in its reasonable discretion and which shall be binding on the parties hereto, absent manifest error) to the share that the Original Amount of all Receivables of such Approved Debtor represents closing of the total Original Amount of all Receivables of all Approved DebtorsPurchase.

Terms of Purchase. Section 2.1. Prior to ‌ (a) The Seller hereby notifies the Termination Date, subject to Buyer that the terms and conditions contained in this Agreement shall govern the terms and conditions of all sales of Goods (including those sales made with the aid of the electronic data interchange and/or other electronic or paperless ordering processes) from the Seller to the Buyer from and after the date of this Agreement, unless those Goods are sold pursuant to a specific written agreement which is a part of this Agreement in accordance with paragraph (c) of this paragraph 1.‌ (b) The Buyer understands that the Seller will rely on this Agreement. (1) This Agreement shall become binding upon the Buyer upon the issuance of the Buyer’s Purchase Order or tender of the Buyer’s offer.‌ (2) The Buyer and the Seller agree that (A) This Agreement and any Specific Terms, but not Standard Terms or preprinted terms, of one or more Purchase Orders contains the entire agreement between the parties with respect to the purchase and sale of Goods and/or services that might relate thereto and there are no oral understandings, representations or warranties affecting it; (B) The documents described in clause (a) of this paragraph operate as the exclusive terms of the Agreement between the parties and (C) This Agreement cancels and supersedes any prior written contract between parties covering the sale and purchase of the Goods. (3) Unless both the Buyer and the Seller sign an agreement that specifically, by its own terms, amends the provisions of this Agreement, no Order Documentation (other than Specific Terms - but not Standard Terms or preprinted terms - of Purchase Orders) may supplement or vary the terms of this Agreement, and the terms of this Agreement shall control and supersede the terms of any such other Order Documentation. (4) The Seller objects to any acknowledgment, Purchase Order or any provisions in any other Order Documentation that states terms in addition to, different than, or which vary from the terms of this Agreement, and such additional, different or varying terms will not be part of any agreement between the Buyer and the Seller, even if such Order Documentation purports to govern or supersede this Agreement. (5) Nothing in this paragraph (c) will be construed to prevent Specific Terms (but not Standard Terms or preprinted terms) of any Purchase Order from supplementing the agreement between the Buyer and the Seller with respect to the sale of specific goods and/or services subject to such Purchase Order. But if any of the terms (including Standard Terms and/or Specific Terms) of any Purchase Order vary from or conflict with those of this Agreement, the Company may, at the Company’s option, offer to sell and assign from time to time to the Banks, and the Banks hereby agree, severally and not jointly, to consider on an uncommitted basis to purchase a 100% interest in all or any portion terms of the present and future Receivables of each Approved Debtor as identified in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement will control. (d) The Seller shall have the right to reject or as identified in such other manner acceptable refuse to the Administrative Agent accept or fulfill any and the Required Banks, provided that during the Commitment Period, to the extent offered all Purchase Orders. The Seller shall not be obliged regarding or bound by the Company, the Banks shall, severally and not jointly, be required to purchase a 100% interest in all any Purchase Order (whether Specific Terms or a portion of the Receivables of each Approved Debtor identified in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement Standard Terms or as identified in such other manner acceptable to the Administrative Agent and the Required Banks, provided that the Funded Amount is less than or equal to the Commitment Amount on the Settlement Date for such, taking the Purchase Price of such purchase paid by the Banks and any Collections received by the Banks on such Settlement Date into account (each such purchase, a “Committed Purchase”otherwise); further, provided that the Funded Amount at no time shall exceed (a) the Agreement Amount or (b) with respect to an Approved Debtor, the applicable Debtor Sublimit; further provided, that in any event (i) the Receivables that may be purchased and sold hereunder with respect to an Approved Debtor shall be deemed to be the Receivables of such Approved Debtor with the earliest due date (based upon their net invoice value excluding all accruals for any discounts) and (ii) the Original Amount of the Receivables offered to be purchased and sold hereunder with respect to each Approved Debtor shall represent a share of the total Original Amount of all Receivables offered to be purchased and sold hereunder of all Approved Debtors which is approximately equal (as determined by the Administrative Agent in its reasonable discretion and which shall be binding on the parties hereto, absent manifest error) to the share that the Original Amount of all Receivables of such Approved Debtor represents of the total Original Amount of all Receivables of all Approved Debtors.

Terms of Purchase. Section 2.1. Prior In purchasing ERA'S R & D facility SEEC shall have the right, at its sole discretion, to purchase some or all of ERA'S equipment and Confidential Data used for or relating to the Termination DatePRODUCTS without taking ERA'S Employees, subject to or SEEC may take all of ERA'S Employees and all, some or none of ERA'S said equipment or Confidential Data, all on the terms and conditions set forth herein. (a) In purchasing ERA'S R & D facility SEEC shall have the right, at its sole discretion, and without limiting the generality of the foregoing, to employ all of ERA'S Employees on such terms and conditions as SEEC and each such ERA Employee may agree to. SEEC may not opt to take some ERA Employees without taking all such employees who wish to go with SEEC However, the decision of one or more ERA Employees not to go with SEEC will not preclude SEEC from taking over those ERA Employees who wish to go with SEEC. (b) In purchasing ERA'S R & D facility SEEC shall also have the right, at its sole discretion, and without limiting the generality of the foregoing, to employ some or all of ERA'S other employees who have worked on the PRODUCTS within three (3) months of the date on which SEEC'S right to purchase ERA'S R & D Facilities arises, and who wish to go with SEEC, on such terms and conditions as SEEC and each such employee may agree to. (c) If SEEC has the right, and opts, to take over any ERA employees as specified in subparagraphs (a) and (b) above of this Section at any time within the first three years of the date of this Agreement, SEEC shall pay ERA Five Thousand (US $5,000.00) Dollars for each such ERA employee who agrees to go with SEEC This payment shall be for purposes of compensating ERA for the time and effort expended to give the said employees training and experience, and shall not be deemed any part of the compensation which SEEC may agree to pay any such employee. After the first three years of this Agreement, the Company mayamount which SEEC shall pay to ERA for each such employee shall be Six Thousand (US $6,000) Dollars. (d) If SEEC exercises its option to purchase ERA'S R & D facilities, ERA will not offer any ERA employee described in subparagraphs (a) and (b) above of this Section, any inducement to remain with ERA. (e) In purchasing ERA'S R & D facility SEEC shall have the right, at its sole discretion, and without limiting the generality of the foregoing, to purchase some or all equipment, and other tangible or intangible personal property which belongs to ERA and which is in any way related to the PRODUCTS, on such terms and conditions as the parties may agree to. (f) If, at the Company’s optiontime SEEC exercises its option to purchase ERA'S R & D Facilities, offer ERA'S loan to sell and assign ICICI has not been paid in full, SEEC will be responsible for obtaining whatever permission from time ICICI may be necessary, if any, to time enable SEEC to the Bankspurchase ERA'S R & D Facilities, and will assume responsibility for paying off ERA'S obligation to ICICI under the Banks hereby agreetripartite agreement between ICICI, severally SEEC and not jointly, to consider on an uncommitted basis to purchase a 100% interest in all or any portion of the present and future Receivables of each Approved Debtor as identified in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement or as identified in such other manner acceptable to the Administrative Agent and the Required Banks, provided that during the Commitment Period, to the extent offered by the Company, the Banks shall, severally and not jointly, be required to purchase a 100% interest in all or a portion of the Receivables of each Approved Debtor identified in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement or as identified in such other manner acceptable to the Administrative Agent and the Required Banks, provided that the Funded Amount is less than or equal to the Commitment Amount on the Settlement Date for such, taking the Purchase Price of such purchase paid by the Banks and any Collections received by the Banks on such Settlement Date into account (each such purchase, a “Committed Purchase”); further, provided that the Funded Amount at no time shall exceed (a) the Agreement Amount or (b) with respect to an Approved Debtor, the applicable Debtor Sublimit; further provided, that in any event (i) the Receivables that may be purchased and sold hereunder with respect to an Approved Debtor shall be deemed to be the Receivables of such Approved Debtor with the earliest due date (based upon their net invoice value excluding all accruals for any discounts) and (ii) the Original Amount of the Receivables offered to be purchased and sold hereunder with respect to each Approved Debtor shall represent a share of the total Original Amount of all Receivables offered to be purchased and sold hereunder of all Approved Debtors which is approximately equal (as determined by the Administrative Agent in its reasonable discretion and which shall be binding on the parties hereto, absent manifest error) to the share that the Original Amount of all Receivables of such Approved Debtor represents of the total Original Amount of all Receivables of all Approved DebtorsERA dated 1st June 1990.

Terms of Purchase. Section 2.1. Prior to (a) The Seller hereby notifies the Termination Date, subject to Buyer that the terms and conditions contained in this Agreement shall govern the terms and conditions of all sales of Goods (including those sales made with the aid of the electronic data interchange and/or other electronic or paperless ordering processes) from the Seller to the Buyer from and after the date of this Agreement, unless those Goods are sold pursuant to a specific written agreement which is a part of this Agreement in accordance with paragraph (c) of this paragraph 1. (b) The Buyer understands that the Company maySeller will rely on this Agreement. (1) This Agreement shall become binding upon the Buyer upon the issuance of the Buyer’s Purchase Order or tender of the Buyer’s offer. (2) The Buyer and the Seller agree that (A) This Agreement and any Specific Terms, at but not Standard Terms or preprinted terms, of one or more Purchase Orders contains the Company’s option, offer to sell and assign from time to time entire agreement between the parties with respect to the Bankspurchase and sale of Goods and/or services that might relate thereto and there are no oral understandings, representations or warranties affecting it; (B) The documents described in clause (a) of this paragraph operate as the exclusive terms of the Agreement between the parties and (C) This Agreement cancels and supersedes any prior written contract between parties covering the sale and purchase of the Goods. (3) Unless both the Buyer and the Seller sign an agreement that specifically, by its own terms, amends the provisions of this Agreement, no Order Documentation (other than Specific Terms - but not Standard Terms or preprinted terms - of Purchase Orders) may supplement or vary the terms of this Agreement, and the Banks hereby agreeterms of this Agreement shall control and supersede the terms of any such other Order Documentation. (4) The Seller objects to any acknowledgment, severally and not jointly, to consider on an uncommitted basis to purchase a 100% interest in all Purchase Order or any portion provisions in any other Order Documentation that states terms in addition to, different than, or which vary from the terms of this Agreement, and such additional, different or varying terms will not be part of any agreement between the present and future Receivables of each Approved Debtor as identified in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement or as identified in such other manner acceptable to the Administrative Agent Buyer and the Required BanksSeller, provided that during even if such Order Documentation purports to govern or supersede this Agreement. (5) Nothing in this paragraph (c) will be construed to prevent Specific Terms (but not Standard Terms or preprinted terms) of any Purchase Order from supplementing the Commitment Period, to agreement between the extent offered by the Company, the Banks shall, severally and not jointly, be required to purchase a 100% interest in all or a portion of the Receivables of each Approved Debtor identified in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement or as identified in such other manner acceptable to the Administrative Agent Buyer and the Required Banks, provided that the Funded Amount is less than or equal to the Commitment Amount on the Settlement Date for such, taking the Purchase Price of such purchase paid by the Banks and any Collections received by the Banks on such Settlement Date into account (each such purchase, a “Committed Purchase”); further, provided that the Funded Amount at no time shall exceed (a) the Agreement Amount or (b) Seller with respect to an Approved Debtor, the applicable Debtor Sublimit; further provided, that in sale of specific goods and/or services subject to such Purchase Order. But if any event (i) the Receivables that may be purchased and sold hereunder with respect to an Approved Debtor shall be deemed to be the Receivables of such Approved Debtor with the earliest due date (based upon their net invoice value excluding all accruals for any discounts) and (ii) the Original Amount of the Receivables offered terms (d) The Seller shall have the right to reject or refuse to accept or fulfill any and all Purchase Orders. The Seller shall not be purchased and sold hereunder with respect to each Approved Debtor shall represent a share of the total Original Amount of all Receivables offered to be purchased and sold hereunder of all Approved Debtors which is approximately equal obliged regarding or bound by any Purchase Order (as determined by the Administrative Agent in its reasonable discretion and which shall be binding on the parties hereto, absent manifest error) to the share that the Original Amount of all Receivables of such Approved Debtor represents of the total Original Amount of all Receivables of all Approved Debtors.whether