Transfers Certificates Eligible Receivables Clause Samples
The "Transfers; Certificates; Eligible Receivables" clause defines the rules and procedures for transferring receivables, the documentation required to evidence such transfers, and the criteria that receivables must meet to be considered eligible under the agreement. In practice, this clause typically outlines the process by which receivables are assigned or sold, specifies the need for certificates or other forms of documentation to confirm the transfer, and sets forth eligibility requirements such as payment status, absence of disputes, or compliance with contractual terms. Its core function is to ensure that only qualified receivables are transferred and properly documented, thereby reducing the risk of disputes and ensuring clarity and enforceability in the transfer process.
Transfers Certificates Eligible Receivables. (a) Upon the terms and subject to the conditions herein set forth the Transferor may, at its option, convey, transfer and assign to the Agent, on behalf of the Company or the Bank Investors, as applicable, and the Agent, on behalf of the Company may, provided that the Termination Date shall not have occurred, at the Company's option, or the Agent, on behalf of the Bank Investors, provided that the Termination Date shall not have occurred and that the Bank Investors shall have previously accepted the assignment by the Company of all of its interest in the Affected Assets, shall, if so requested by the Transferor, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, of undivided percentage ownership interests in the Receivables, together with Collections and Proceeds with respect thereto (each, an "Incremental Transfer"); provided, however, that after giving effect to the payment to the Transferor of such Transfer Price (x) the sum of the Net Investment plus, in the case where the Transferred Interest is held by the Agent on behalf of the Company, the Interest Component of all outstanding Related Commercial Paper, would not exceed the Facility Limit; and (y) the Transferor's Percentage Interest, when multiplied by the Principal Receivables, shall not be less than the Minimum Transferor's Interest; and, provided further, that the representations and warranties set forth in Sections 3.1 and 3.2 hereof shall be true and correct both immediately before and immediately after giving effect to any such Incremental Transfer and the payment to the Transferor of the Transfer Price related thereto and an Additional Investment Certificate shall have been delivered with respect to such Incremental Transfer as required by Section 2.11(b) hereof.
(b) The Transferor shall, by notice to the Agent given by no later than 11:00 a.m. (New York City time) at least one (1) Business Day prior to the proposed date of any Incremental Transfer by telecopy, offer to convey, transfer and assign to the Agent, on behalf of the Company or the Bank Investors, as applicable, undivided percentage ownership interests in the Receivables and the other Affected Assets relating thereto. Each such notice shall specify (w) whether such request is made to the Agent, on behalf of the Company or on behalf of the Bank Investors (it being understood and agreed that once any Transferred Interest hereunder is acquired on behalf of the Bank Investo...
Transfers Certificates Eligible Receivables