Common use of Transferred Receivables Clause in Contracts

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 Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to Buyer under this Agreement in the Transferred Receivables arising in the Initial Accounts and Additional Accounts, respectively; (G) subject to Permitted Encumbrances, other than the transfer and assignment and the security interest granted to Buyer pursuant to this Agreement, Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables and Seller has not authorized the filing of and is not aware of any financing statements against Seller that included a description of collateral covering the Transferred Receivables; and (H) Seller has received all consents and approvals required by the terms of the Transferred Receivables to the sale of the Transferred Receivables hereunder to Buyer. 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. With respect “Transferred Receivables” shall have the meaning set forth in Section 1.1(d). Triggering Event. A “Triggering Event” shall be deemed to Transferred Receivables and Additional Accounts, Seller represents and warrants that: have occurred if: (Aa) each Transferred Receivable satisfies the criteria for an Eligible Receivable as board of directors of the applicable Transfer Date; (B) this Agreement creates a valid and continuing security interest in Seller shall have failed to recommend that the Transferred Receivables in favor of Buyer, which (x) with respect Seller’s stockholders vote 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 Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to Buyer under this Agreement in the Transferred Receivables arising in the Initial Accounts and Additional Accounts, respectively; (G) subject to Permitted Encumbrances, other than the transfer and assignment and the security interest granted to Buyer pursuant to this Agreement, Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables and Seller has not authorized the filing of and is not aware of any financing statements against Seller that included a description of collateral covering the Transferred Receivables; and (H) Seller has received all consents and approvals required by the terms of the Transferred Receivables to the sale of the Transferred Receivables hereunder to Buyer. The representations and warranties described in this Section 6.1(a) shall survive approve the sale of the Transferred Assets to Buyerthe Purchaser, any subsequent assignment or shall have withdrawn or modified in a manner adverse to the Purchaser the Seller Board Recommendation; (b) the Seller shall have failed to include in the Proxy Statement the Seller Board Recommendation or a statement to the effect that the board of directors of the Seller has determined and believes that the sale of the Transferred Assets by Buyerto the Purchaser is in the best interests of the Seller’s stockholders; (c) the board of directors of the Seller fails to reaffirm the Seller Board Recommendation, or fails to reaffirm its determination that the sale of the Transferred Assets to the Purchaser is in the best interests of the Seller’s stockholders, within 10 business days after: (i) an Acquisition Proposal is made, submitted or announced or there has been a material change to an Acquisition Proposal that had previously been made, submitted or announced; and (ii) the Purchaser requests in writing that such recommendation or determination be reaffirmed; (d) the board of directors of the Seller shall have approved, endorsed or recommended any Acquisition Proposal; (e) the Seller shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; (f) a tender or exchange offer relating to securities of the Seller shall have been commenced and the Seller shall not have sent to its securityholders, within 10 business days after the commencement of such tender or exchange offer, a statement disclosing that the Seller recommends rejection of such tender or exchange offer; (g) an Acquisition Proposal is publicly announced, and the termination Seller fails to issue a press release announcing its opposition to such Acquisition Proposal within five business days after such Acquisition Proposal is announced; or (h) the Seller shall have breached in any material respect or any Specified Representative of this Agreement and the other Related Documents and Seller shall continue until have taken any action inconsistent in any material respect with any of the payment provisions set forth in full Section 4.3 of all Transferred Assetsthe Agreement.

Transferred Receivables. With From and after the RFS Funding Trust Termination Date, with respect to Transferred Receivables and Additional Accounts, Seller Transferor 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 RFS Funding Trust Termination 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 and the occurrence of the RFS Trust Termination Date against Seller Transferor 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 Collection 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 Transferor and 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 Transferor owns and has good and marketable title to to, or has a valid security interest in, 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 Transferor in connection with the conveyance by Seller Transferor of the Transferred Receivables to Buyer have been duly obtained, effected or given and are in full force and effect; (F) Seller Transferor has caused or will have caused, within ten (10) days of the Closing RFS Funding Trust Termination Date or the applicable Addition Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to Buyer under this Agreement in the Transferred Receivables arising in the Initial Accounts and Additional Accounts, respectively;; and (G) subject to Permitted Encumbrances, other than the transfer and assignment and the security interest granted to Buyer pursuant to this Agreement, Seller Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables and Seller Transferor has not authorized the filing of and is not aware of any financing statements against Seller Transferor that included a description of collateral covering the Transferred Receivables; and (H) Seller has received all consents and approvals required by the terms of the Transferred Receivables to the sale of the Transferred Receivables hereunder to Buyer. The representations and warranties described in this Section 6.1(a) shall survive the sale or contribution of the Transferred Assets to Buyer, any subsequent assignment assignment, contribution 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. 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 Collection 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 and 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 to, or has a valid security interest in, 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 Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to Buyer under this Agreement in the Transferred Receivables arising in the Initial Accounts and Additional Accounts, respectively;; and (G) subject to Permitted Encumbrances, other than the transfer and assignment and the security interest granted to Buyer pursuant to this Agreement, Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables and Seller has not authorized the filing of and is not aware of any financing statements against Seller that included a description of collateral covering the Transferred Receivables; and (H) Seller has received all consents and approvals required by the terms of the Transferred Receivables to the sale of the Transferred Receivables hereunder to Buyer. 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. 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 Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to Buyer under this Agreement in the Transferred Receivables arising in the Initial Accounts and Additional Accounts, respectively;; and (G) subject to Permitted Encumbrances, other than the transfer and assignment and the security interest granted to Buyer pursuant to this Agreement, Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables and Seller has not authorized the filing of and is not aware of any financing statements against Seller that included a description of collateral covering the Transferred Receivables; and (H) Seller has received all consents and approvals required by the terms of the Transferred Receivables to the sale of the Transferred Receivables hereunder to Buyer. 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. With (a) Subject to Clause 6.3.2 and Clause 6.4, any Transferred Receivable, taken individually, (i) in respect of which the relevant Debtor is not in a “state of failure” (état de manquement) under the Credit Insurance Policy, (ii) being within the Approval Limit and (iii) subject to Transferred Receivables sub-paragraphs (b) and Additional Accounts(c) below, Seller represents and warrants that: (A) each Transferred Receivable satisfies remaining within the criteria for an Eligible Receivable as limit of the applicable Transfer Date; Credit Insurer’s maximum liability (Blimite maximum de décaissement) this Agreement creates a valid shall be deemed to be an “Approved Receivable” and continuing security interest in the Transferred Receivables which are not Approved Receivables shall be deemed to be “Non-Approved Receivables”. (b) For the avoidance of doubt, upon any claim (sinistre) arising in favor respect of Buyera Transferred Receivable and any Insurance Indemnification being paid by the Credit Insurer in that respect, which the Credit Insurer’s maximum liability (xlimite maximum de décaissement) shall be adjusted to an amount equal to (i) the Credit Insurer’s maximum liability (limite maximum de décaissement) prior to that indemnification event less (ii) the amount of such Insurance Indemnification (the “Remaining Indemnification Amount”). (c) It is further understood that, following the application of sub-paragraph (b) above, the determination of whether or not a Transferred Receivable is an Approved Receivable shall be made pursuant to the absence of a “state of failure” (état de manquement) with respect to Transferred Receivables existing the relevant Debtor, (ii) the relevant Approval Limit and (iii) the applicable Remaining Indemnification Amount. (d) The amount up to which the Credit Insurer (or the Factor (as pursuant to Clause 6.3.2(a), in relation to each of the Closing Date and thereafter created Debtors to which the Non-Recourse Receivables or the Off BS Receivables relate to) has given its Approval 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 relation to the conveyance of Approved Receivables shall constitute 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 Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to Buyer under this Agreement in the Transferred Receivables arising in the Initial Accounts and Additional Accounts, respectively; (G) subject to Permitted Encumbrances, other than the transfer and assignment and the security interest granted to Buyer pursuant to this Agreement, Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables and Seller has not authorized the filing of and is not aware of any financing statements against Seller that included a description of collateral covering the Transferred Receivables; and (H) Seller has received all consents and approvals required by the terms of the Transferred Receivables to the sale of the Transferred Receivables hereunder to Buyer. 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“Approval Limit”.