Examples of Seller Assignment Certificate in a sentence
The Seller acknowledges and agrees that Buyer is accepting this Seller Assignment Certificate in reliance on the representations, warranties and covenants of the Seller contained in the Transaction Documents to which the Seller is a party.
This Seller Assignment Certificate is made without recourse but on the terms and subject to the conditions set forth in the Transaction Documents to which the Seller is a party.
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Unless otherwise defined herein, capitalized terms used herein have the meanings provided in Appendix A to the Agreement, and this Seller Assignment Certificate shall be interpreted in accordance with the conventions set forth in Part B of such Appendix A.
Seller acknowledges and agrees that Buyer is accepting this Seller Assignment Certificate in reliance on the representations, warranties and covenants of Seller contained in the Sale Documents to which Seller is a party.
A Seller Assignment Certificate from Seller in the form of Exhibit B, duly completed, executed and delivered by Seller.
The Initially-Sold Percentage Ownership Interest shall be calculated as the ratio (expressed as a percentage and rounded to two decimal places), the numerator of which is the dollar amount that Seller specifies in the Seller Assignment Certificate for purposes of this calculation, and the denominator of which is the aggregate Account Balance of all Initially Transferred Receivables, also as specified in the Seller Assignment Certificate.
The initial principal amount of the Buyer Note shall be in an amount equal to the Initial Purchase Price, and shall be specified in the Seller Assignment Certificate.
For accounting purposes, Seller shall treat the conveyance of the Initially-Sold Percentage Ownership Interest and of all Subsequently Transferred Receivables made under this Agreement and the Seller Assignment Certificate as a sale thereof.
This Agreement and the Seller Assignment Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws rules (other than Section 5-1401 of New York's General Obligations Law), except to the extent that the perfection of the interests of Buyer in the Transferred Receivables are governed by the laws of a jurisdiction other than the State of New York.