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. Each Receivable (i) included as an Eligible Receivable in any Monthly Report (as defined in any Indenture Supplement) delivered by the Servicer pursuant to any Indenture Supplement or (ii) included in the calculation of the Net Eligible Receivables definition as set forth in any Indenture Supplement, in fact satisfies at the time of such delivery or inclusion the definition of Eligible Receivable.
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. 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. 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 Perfection Representations 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 shall continue until the payment in full of all Transferred Assets.
Transferred Receivables. With respect to all Transferred Receivables acquired by the Purchaser, the Seller shall (i) take all action necessary to establish, maintain, perfect, protect and more fully evidence the Purchaser’s ownership interest in (or valid and perfected first priority security interest against the Seller in) such Transferred Receivables free and clear of any Lien (other than any Lien created pursuant to the terms of the Loan Documents), including, without limitation, (a) filing and maintaining (at the Seller’s expense), effective financing statements (Form UCC-1) against the Seller in all necessary or appropriate filing offices and filing continuation statements, amendments or assignments with respect thereto in such filing offices, and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, and (ii) take all additional action that the Purchaser or the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective interests of the parties and their assignees to this Contribution Agreement in such Transferred Receivables.
Transferred Receivables. With respect to each Transferred Receivable originated by the Originator and Transferred hereunder:
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 reflected on the Recent Balance Sheet, and those that have arisen since the date of the Recent Balance Sheet, (a) arose out of arm’s length transactions actually made in the ordinary course of the Business, (b) are valid and legally binding obligations of the parties obligated to pay such amounts, (c) are collectible (net of the reserves for doubtful accounts shown on the Recent Balance Sheet in the case of Transferred Receivables reflected on the Recent Balance Sheet and net of reserves for doubtful accounts shown on the Final Closing Balance Sheet in the case of Transferred Receivables existing as of the Closing Date) within reasonable periods and in the ordinary course of the Business without the necessity of commencing Litigation, (d) are, to the knowledge of the Companies, subject to no counterclaim or setoff except for deductions in the ordinary course of business (i.e., related to customer promotions, cash discounts for paying terms early, pricing adjustments, unsaleables and related matters), and (e) are not in dispute. Schedule 4.7 contains an aged schedule of the Transferred Receivables as of August 31, 2017.
