Contractual Payment Obligations Clause Samples

Contractual Payment Obligations. Notwithstanding any limitation on recourse contained in this Agreement, the Originator hereby agrees as follows: (a) If on any day the outstanding balance of a Purchased Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, the outstanding principal balance of the Note shall be reduced by the amount of such reduction or cancellation in the outstanding balance of such Purchased Receivable; provided that to the extent such reduction would reduce the Note to zero, the Originator shall pay to the Company in cash on such day any remaining amount due on account of such reduction or cancellation. (b) If on any day (i) any representation, warranty, covenant or other agreement of the Originator is not true (as of the date such representation or warranty is made or deemed made) with respect to any Purchased Receivable or (ii) in the case of a covenant or agreement, is not satisfied for a Purchased Receivable, the Company shall sell such Purchased Receivable to the Originator for an amount equal to the amount paid by the Company for such Purchased Receivable, such amount to be paid by reducing the outstanding principal balance of the Note by such amount; provided that to the extent such reduction would reduce the Note to zero, the Originator shall pay to the Company in cash on such day any remaining amount due to purchase such Purchased Receivable.
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Contractual Payment Obligations. Notwithstanding any limitation on recourse contained in this Agreement, each Originator hereby consents and agrees as follows: (a) If on any day the Outstanding Balance of a Receivable originated by any Originator is either (i) reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or any adjustment by such Originator or (ii) reduced or cancelled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), such Originator hereby agrees to pay to the Buyer on such day the amount of such reduction in the Outstanding Balance or, if such Receivable is cancelled, the amount of the Outstanding Balance of such Receivable in full. (b) If on any day any of the representations or warranties made or deemed made by any Originator in Article III is no longer true with respect to a Receivable originated by such Originator, such Originator shall pay to the Buyer on such day the Outstanding Balance of such Receivable in full.
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Contractual Payment Obligations. 4 Section 1.7. Servicing Agent............................................4
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Contractual Payment Obligations. Notwithstanding any limitation on recourse contained in this Agreement, each Originator hereby agrees as follows: (a) If on any day the outstanding balance of a Purchased Receivable sold by such Originator to the Company is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or adjustment (including as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, such Originator shall pay to the Company within five Business Days after demand the amount of such reduction or cancellation in the outstanding balance of such Purchased Receivable. (b) If on any day any representation, warranty, covenant or other agreement of such Originator is not true in a material respect (as of the date such representation or warranty is made or deemed made) or (in the case of a covenant or agreement) is not satisfied in a material respect for a Purchased Receivable sold by such Originator to the Company, and, as a result, there is a material adverse effect on the value of such Purchased Receivable, such Originator shall pay to the Company within five Business Days after demand the outstanding balance of such Purchased Receivable in full.
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Contractual Payment Obligations. The Originator hereby agrees as follows: (a) If on any day the outstanding balance of a Purchased Receivable is reduced or canceled as a result of any defective or rejected goods or services, any cash discount or adjustment (including as a result of the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, the Originator shall pay to the Company on such day the amount of such reduction or cancellation in the outstanding balance of such Purchased Receivable. (b) If on any day any representation, warranty, covenant or other agreement of the Originator is not true (as of the date such representation or warranty is made or deemed made) or (in the case of a covenant or agreement) is not satisfied for a Purchased Receivable, the Originator shall pay to the Company on such day the outstanding balance of such Purchased Receivable in full. The Company shall have no recourse to the Originator with respect to any Purchased Receivable otherwise than pursuant to this Section 1.6.
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Related to Contractual Payment Obligations

  • Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

  • Recipient Obligations The Recipient agrees to: protect and maintain the confidentiality of all Confidential Information using at least the same level of care it uses to safeguard its own confidential information, but in no case less than a commercially reasonable standard of care; refrain from using the Disclosing Party’s Confidential Information, or allowing it to be accessed or used, for any purpose other than the Purpose or related transactions between the Parties, or in any way that could harm the Disclosing Party, including, but not limited to, reverse engineering, disassembling, decompiling, or circumventing the Disclosing Party’s proprietary services, products, or confidential intellectual property; not disclose any Confidential Information to any individual or entity, except to its Representatives who: need access to the Confidential Information to assist the Recipient or act on its behalf in connection with the Purpose or to exercise the Recipient's rights under this Agreement; are informed by the Recipient of the confidential nature of the information; and are bound by confidentiality obligations to the Recipient that are at least as stringent as the terms of this Agreement. The Recipient is responsible for any breach of this Agreement caused by any of its Representatives. Except as required by applicable federal, state, or local law or regulation or as agreed in writing by the Disclosing Party, the Recipient shall not, nor shall it permit its Representatives to, disclose to any third party: that the Confidential Information has been made available to them or their Representatives, or that they have reviewed any portion of the Confidential Information; that any discussions or negotiations related to the Confidential Information or the Purpose are ongoing or may take place, including any details on the status of such discussions or negotiations; or any terms, conditions, or arrangements being discussed or negotiated in connection with the Confidential Information or the Purpose.

  • PROCUREMENT OBLIGATIONS Notwithstanding any other provisions of this Part B, where in this Part B the Customer accepts an obligation to procure that a Former Supplier does or does not do something, such obligation shall be limited so that it extends only to the extent that the Customer's contract with the Former Supplier contains a contractual right in that regard which the Customer may enforce, or otherwise so that it requires only that the Customer must use reasonable endeavours to procure that the Former Supplier does or does not act accordingly.

  • ▇▇▇▇▇ OBLIGATIONS A ▇▇▇▇▇▇▇'s acceptance of funds directly under the Grant or indirectly through a subaward acts as acceptance of the authority of the State, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. In accordance with the legislative audit committee, DFPS can request any documentation, at any time, to be sent to DFPS to a location DFPS chooses. Examples of documentation that DFPS may request include, but are not limited to: 1. Participant files in their entirety. This includes, but is not limited to: a. Progress notes. b. Action plans. c. Registration forms. d. Surveys. e. Sign-in sheets. f. Monthly tracking forms.

  • Depositor Payment Obligation The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.