Common use of Assignment and Sale Clause in Contracts

Assignment and Sale. 2.1.1 Seller shall offer to sell to Purchaser as absolute owner, all of Seller's Accounts by listing them from time to time on Schedules of Accounts, sent by Seller to Purchaser. Upon purchase, Purchaser will assume the risk of non-payment on Purchased Accounts, so long as the cause of non- payment is solely due to the occurrence of an Insolvency Event. If the Insolvency Event occurs subsequent to the repurchase of any Account by Seller as required hereunder, Purchaser's assumption of such credit risk is conditioned on Seller so advising Purchaser in writing within sixty (60) days after the occurrence of such Insolvency Event, whereupon Purchaser shall repurchase such Account for the then unpaid Face Amount. 2.1.2 Each Schedule of Accounts shall be accompanied by such documentation supporting and evidencing the Account as Purchaser shall from time to time request. 2.1.3 Purchaser shall purchase from Seller such Accounts as Purchaser determines to be an Eligible Account, so long as the total outstanding Purchase Price of Purchased Accounts does not exceed, before and after such purchase, the Maximum Amount. 2.1.4 Purchaser shall pay the Purchase Price, less any amounts due to Purchaser from Seller, including, without limitation, any amounts due under Section 2.3 hereof, of any Purchased Account, to Seller's Account within two (2) business days of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder. 2.1.5 Purchaser shall pay to Seller any unpaid balance of the Purchase Price of any Purchased Account which has been the subject of an Insolvency Event within ninety days of the date on which Purchaser acquires knowledge thereof.

Assignment and Sale. 2.1.1 Seller shall offer to sell to Purchaser Purchaser, as absolute owner, all such of Seller's ’s Accounts by listing them as are listed from time to time on Schedules of Accountsa Schedule and accepted by Purchaser as evidenced by Purchaser not having crossed out, sent or affixing an “x” alongside, a listed invoice. Purchaser shall purchase from Seller such Accounts as Purchaser shall determine, in its sole discretion. Purchaser reserves the right to review and reject, at any time, any Account submitted by Seller to Purchaser for purchase before incurring any obligation to purchase such Account under this Agreement. Purchaser. ’s approval of the purchase of any Account does not obligate Purchaser to approve and purchase any other Account. 2.1.2 Upon purchase, except for Purchased Accounts purchased with full recourse to Seller under paragraph 2.1.3 hereof, Purchaser will assume the risk of non-payment nonpayment on Purchased Accounts, as provided herein, so long as (a) the cause of non- payment nonpayment is solely due to the occurrence of an Insolvency Event. If the Insolvency Event occurs subsequent to the repurchase of any Account by ; (b) Seller as required hereunder, Purchaser's assumption of such credit risk is conditioned on Seller so advising advises Purchaser in writing of the occurrence of an Insolvency Event within sixty thirty (6030) days after the occurrence of such Insolvency Event and not later than ninety (90) days after the due date of such Purchased Accounts; and (c) Seller has not breached in any material respect any of the warranties, representations, covenants or any other material provisions of this Agreement. If an Insolvency Event occurs subsequent to a Dispute being raised with respect to a Purchased Account, the Customer’s failure to pay shall be deemed attributed to the Dispute and not to the occurrence of the Insolvency Event, whereupon Purchaser shall repurchase such Account for the then unpaid Face Amount. 2.1.2 2.1.3 Notwithstanding anything to the contrary contained herein, Purchaser may, in Purchaser’s sole discretion, purchase from Seller, with full recourse in the event of nonpayment by the Customer, such of Seller’s Accounts as are listed from time to time on the Schedule with the term “DR” affixed alongside them. All other terms, conditions and provisions of this Agreement shall apply to such Accounts purchased with full recourse. 2.1.4 Each Schedule of Accounts shall be accompanied by such documentation supporting and evidencing the Account Purchased Accounts as Purchaser shall from time to time request. 2.1.3 Purchaser shall purchase from Seller such Accounts as Purchaser determines to be an Eligible Account, so long as the total outstanding Purchase Price of Purchased Accounts does not exceed, before and after such purchase, the Maximum Amount. 2.1.4 Purchaser shall pay the Purchase Price, less any amounts due to Purchaser from Seller, including, without limitation, any amounts due under Section 2.3 hereofcopies of invoices, shipping documents and such other proof of any delivery in form acceptable to Purchaser. Seller’s failure to provide such documents shall relieve Purchaser from the credit risk as to the Purchased Account, to Seller's Account within two (2) business days of Accounts relating thereto. 2.1.5 Purchaser shall purchase the Purchased Accounts for the Purchase DatePrice, which shall be payable as follows: Purchaser shall pay the Down Payment to Seller following Seller’s receipt of a Schedule initialed by Purchaser, whereupon the Purchased Accounts shall be deemed purchased hereunder. 2.1.5 ; Purchaser shall pay to Seller any unpaid the balance of the Purchase Price from the Reserve Account only to the extent funds are available after payment of any all Obligations, as provided in paragraph 2.3.4 of this Agreement. Notwithstanding the foregoing, as to Purchased Account Accounts for which Purchaser has been assumed the subject risk of nonpayment in accordance with this Agreement, after the occurrence of an Insolvency Event within ninety days Event, Purchaser’s payment of the date Down Payment for such Purchased Accounts as provided in this paragraph 2.1.5 shall be deemed payment in full of the Purchase Price and no additional amounts shall be owing by Purchaser to Seller on which Purchaser acquires knowledge thereofaccount of such Purchased Accounts.

Assignment and Sale. 2.1.1 2.1.1. Each Seller shall offer to sell to Purchaser as absolute owner, all with full recourse, such of Seller's Accounts by listing them as are listed from time to time on Schedules of Accounts, sent by Seller to Purchaser. 2.1.2. Upon purchase, Purchaser will assume the risk of non-payment on Purchased Accounts, so long as (i) the cause of non- non-payment is solely due to an Account Debtor becoming Insolvent, and (ii) the occurrence Account Debtor is not an Affiliate of an Insolvency Event. If the Insolvency Event occurs subsequent to the repurchase of any Account by Seller as required hereunder, Purchaser's assumption of such credit risk is conditioned on Seller so advising Purchaser in writing within sixty (60) days after the occurrence of such Insolvency Event, whereupon Purchaser shall repurchase such Account for the then unpaid Face AmountSeller. 2.1.2 2.1.3. Each Schedule of Accounts shall be accompanied by such documentation supporting and evidencing regarding the Account Account, as Purchaser shall from time to time request, and such request may include an acknowledgment of the Account by an Account Debtor or Payor satisfactory to Purchaser. 2.1.3 2.1.4. Purchaser shall may, but need not purchase from a Seller such Accounts as Purchaser determines to be an Eligible Account, so long as Accounts. 2.1.5. Purchaser does not intend to purchase any Account which will cause the total outstanding Purchase Price unpaid balance of Purchased Accounts does not exceed, before and after such purchase, to exceed the Maximum Amount. 2.1.4 2.1.6. Purchaser shall pay the Purchase Price, of any Purchased Account, less any amounts due to Purchaser from Seller, including, without limitation, any amounts due under Section 2.3 hereof, the Seller of any Purchased such Account, to Seller's Account within two (2) one business days day of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder. 2.1.5 Purchaser shall pay to . In the event that Seller any unpaid balance requests payment of the Purchase Price on the Purchase Date, Seller shall immediately pay the Expedited Funding Fee to Purchaser. 2.1.7. Notwithstanding anything to the contrary contained herein, Purchaser shall not make any payment to Seller in an amount less than the Minimum Advance Amount, except upon the request of any Purchased Account which has been Seller, whereupon Seller shall pay the subject of an Insolvency Event within ninety days of the date on which Purchaser acquires knowledge thereofMinimum Funding Fee to Purchaser.

Assignment and Sale. 2.1.1 2.1.1. Seller shall offer to sell to Purchaser as absolute owner, all with full recourse, such of Seller's ’s Accounts by listing them as are listed from time to time on Schedules of Accounts, sent by Seller to Purchaser. 2.1.2. Upon purchase, Purchaser will assume the risk of non-payment on Purchased Accounts, so long as (i) the cause of non- non-payment is solely due to an Account Debtor becoming Insolvent, and (ii) the occurrence Account Debtor is not an Affiliate of an Insolvency Event. If the Insolvency Event occurs subsequent to the repurchase of any Account by Seller as required hereunder, Purchaser's assumption of such credit risk is conditioned on Seller so advising Purchaser in writing within sixty (60) days after the occurrence of such Insolvency Event, whereupon Purchaser shall repurchase such Account for the then unpaid Face AmountSeller. 2.1.2 2.1.3. Each Schedule of Accounts shall be accompanied by such documentation supporting and evidencing the Account Account, as Purchaser shall from time to time request. 2.1.3 2.1.4. Purchaser shall may, but need not purchase from Seller such Accounts as Purchaser determines to be an Eligible Account, so long as Accounts. 2.1.5. Purchaser does not intend to purchase any Account which will cause the total outstanding Purchase Price unpaid balance of Purchased Accounts does not exceed, before and after such purchase, to exceed the Maximum AmountAmount . 2.1.4 2.1.6. Purchaser shall pay the Purchase Price, of any Purchased Account, less any amounts due to Purchaser from Seller, including, without limitation, any amounts due under Section 2.3 hereof, of any Purchased Account, to Seller's Account within two (2) one business days day of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder. 2.1.5 Purchaser shall pay to . In the event that Seller any unpaid balance requests payment of the Purchase Price on the Purchase Date, Seller shall immediately pay the Expedited Funding Fee to Purchaser. 2.1.7. Notwithstanding anything to the contrary contained herein, Purchaser shall not make any payment to Seller in an amount less than the Minimum Advance Amount, except upon the request of any Purchased Account which has been Seller, whereupon Seller shall pay the subject of an Insolvency Event within ninety days of the date on which Purchaser acquires knowledge thereofMinimum Funding Fee to Purchaser.