Unique Nature of Future Receivables Sale Sample Clauses

Unique Nature of Future Receivables Sale. Not a Loan. You and we intend and agree that our purchase of the Specified Amount of your Future Receivables is an absolute sale, conveying good title to the Specified Amount of Future Receivables, free and clear of any Liens of others. You acknowledge and agree, (i) that you have no legal or equitable interest in the Specified Amount of your Future Receivables as established under this Agreement, (ii) that in the event you become a debtor in a case under Title 11 of the United States Code (or otherwise becomes subject to any receivership, bankruptcy, insolvency or similar law of any jurisdiction), the Specified Amount of your Future Receivables is not property of your estate, and (iii) that you no longer own or control the Specified Amount of Future Receivables. You represent and warrant that you are selling the Specified Amount of Future Receivables to us and that the Purchase Price is good and valuable consideration for such sale. We are buying the Specified Amount of Future Receivables knowing the risks that your business may slow down or fail, and we assume these risks based on your agreement to the Contractual Covenants, which are designed to give us a reasonable and fair opportunity to receive the benefit of our bargain, and based on the Representations and Warranties in this Agreement. You and we understand and agree that there is no set time frame for us to receive the Specified Amount such as a "term" or other set time period for collection of the Specified Amount. You agree to use the proceeds of this sale solely for business purposes. You agree that this transaction is not a loan and you waive the right to claim otherwise. You are not indebted to us as of the Agreement Date. You are selling a portion of a future revenue stream to us at a discount, not borrowing money from us. You are required to allow us to receive the revenue stream we purchased by complying with the Contractual Covenants, and to pay the fees specified in this Agreement, but you have no obligation to make any payments to us otherwise. There is no interest rate or payment schedule and no time period during which the Specified Amount must be remitted to us.
Sample 1
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Related to Unique Nature of Future Receivables Sale

  • Receivables (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Purchasing Entities This Participating Addendum may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). Issues concerning interpretation and eligibility for participation are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Participating Addendum and the Master Agreement are consistent with its procurement policies and regulations. ATTACHMENT B – PAYMENT PROVISIONS The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Special Rule for Credit Card Purchases If you have a problem with the quality of property or services that you purchased with a credit card, and you have tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the property or services. There are two limitations on this right:

  • Nature of Disposition Disposition shall be by destruction or deletion of data. Disposition shall be by a transfer of data. The data shall be transferred to the following site as follows: [Insert or attach special instructions]

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

  • INTERIM ASSET SERVICING ARRANGEMENT (a) With respect to each asset (or liability) designated from time to time by the Receiver to be serviced by the Assuming Bank pursuant to this Arrangement (such being designated as "Pool Assets"), during the term of this Arrangement, the Assuming Bank shall:

  • Purchase for Own Account This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

  • PERMITTED PURCHASER A person is only allowed to bid and or purchase the Property subject to the following:-

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