Transferred Receivables Clause Samples

Transferred Receivables. With respect to Transferred Receivables and Additional Accounts, Seller represents and warrants that: (A) each Transferred Receivable satisfies the criteria for an Eligible Receivable as of the applicable Transfer Date; (B) this Agreement creates a valid and continuing security interest in the Transferred Receivables in favor of Buyer, which (x) with respect to Transferred Receivables existing as of the Closing Date and thereafter created in the Initial Accounts and the Related Security and Collections and Recoveries with respect thereto, together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto and the proceeds thereof, will be enforceable upon execution of this Agreement against Seller and with respect to Transferred Receivables in Additional Accounts as of the applicable Addition Date and thereafter created, and the Related Security and Collections and Recoveries with respect thereto, together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto and the proceeds thereof, will be enforceable against Seller as of the Addition Date, in each case as such enforceability may be limited by applicable Debtor Relief Laws, now or hereafter in effect, and by general principles of equity (whether considered in a suit at law or in equity) and (y) upon filing of the financing statements described in Section 2.1 and, in the case of Transferred Receivables thereafter created, upon the creation thereof, will be prior to all other Liens (other than Permitted Encumbrances); (C) the Transferred Receivables constitute “accounts” or “general intangibles” within the meaning of UCC Section 9-102; (D) immediately prior to the conveyance of the Transferred Receivables pursuant to this Agreement, Seller owns and has good and marketable title to the Transferred Receivables free and clear of any Lien, claim or encumbrance of any Person, (other than Permitted Encumbrances); (E) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Seller in connection with the conveyance by Seller of the Transferred Receivables to Buyer have been duly obtained, effected or given and are in full force and effect; (F) Seller has caused or will have caused, within ten (10) days of the Closing Date or the applicable Addition D...

Transferred Receivables. All Transferred Receivables currently owing to the Seller are completely and accurately listed and aged in the Disclosure Schedule. All such Transferred Receivables were incurred in the normal and ordinary course of business are stated in accordance with GAAP, are fully collectable in the normal and ordinary course of business (i.e., without resort to litigation or assignment to a collection agency), and are not subject to any dispute, counterclaim, defense, set-off or other claim. The Transferred Receivables reflect transactions which were true and correct as to all services rendered or products sold, including image counts for conversion services and time incurred for document preparation and data entry and indexing. The prices charged to clients in the creation of the Transferred Receivables are consistent with that stated on client contracts, whether in writing or agreed to by the client orally.

Transferred Receivables. With respect to each Transferred Receivable relating to such Seller, such Seller represents and warrants that as of the Transfer Date for such Transferred Receivable: (A) such Transferred Receivable satisfies the criteria for an Eligible Receivable as of such Transfer Date; (B) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such Seller in connection with the conveyance by such Seller of such Transferred Receivable to Buyer have been duly obtained, effected or given and are in full force and effect; and (C) the additional representations and warranties set forth in Schedule 6.1(a)(viii) are true and correct. The representations and warranties described in this Section 6.1(a) shall survive the sale of the Transferred Assets to Buyer, any subsequent assignment or sale of the Transferred Assets by Buyer, and the termination of this Agreement and the other Related Documents and shall continue until the payment in full of all Transferred Assets.

Transferred Receivables. The Transferred Receivables (i) resulted from the sale of goods and services in the ordinary course of business and (ii) represent valid obligations enforceable in accordance with their terms. The reserves for bad debts for such Transferred Receivables are, based on historic experience, adequate reserves for all such accounts receivables that are or become uncollectible and such reserves were calculated in a manner consistent with past practices.

Transferred Receivables. With respect to each Transferred Receivable, Seller and Toro represent and warrant that as of the Closing Date: (1) each Transferred Receivable satisfies the criteria for an Eligible Receivable as of the Closing Date, except, with respect to an Additional Receivable, to the extent expressly set forth in Schedule 2 for such Additional Receivable; and (2) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Seller in connection with the conveyance by Seller of such Transferred Receivable to Buyer have been duly obtained, effected or given and are in full force and effect.

Transferred Receivables. The Initially Transferred Receivables and Subsequently Transferred Receivables are sometimes referred to in this Agreement as the "Transferred Receivables."

Transferred Receivables. As of the date of this Agreement, the Company will assign new job numbers to the existing projects with Honeywell and American Axle. All work done and all expenses incurred on such contracts after the date of this Agreement will be charged to such new job number. The Shareholders and the Trustees agree to reimburse the Company in cash, within thirty (30) days after the date of any invoice from the Company, for all costs and expenses incurred with respect to the projects after the date of this Agreement. The agreement set forth in this Section 5.12 shall survive the Effective Time.

Transferred Receivables. All Transferred Receivables represent or will represent valid obligations arising from sales or the provision of services actually made or services actually performed by Hired Employees in the ordinary course of business on or after August 1, 2001. To the Knowledge of K2 Digital, each of such Transferred Receivables will be collected in full, without any setoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of setoff, other than returns in the ordinary course of business of K2 Digital, under any Contract with any account debtor of an Transferred Receivable relating to the amount or validity of such Transferred Receivable. K2 Digital has provided to IIS a complete and accurate list of all Transferred Receivables, which list sets forth the aging of each such receivable. Notwithstanding the foregoing, K2 Digital does not guarantee or warrant the collection of any of the Transferred Receivables.

Transferred Receivables. With respect to each Transferred Receivable originated by the Originator and Transferred hereunder: