Contribution of Receivables. If at any time, the Parent will become a Seller under the Agreement, then the Parent may, in its sole discretion, from time to time, transfer to Buyer, as a contribution to the capital of Buyer, all its right, title and interest in, to and under: (a) such Receivables of the Parent that the Parent may from time to time designate in a Periodic Report as part of a contribution to the capital of Buyer (collectively, the "Contributed Receivables"), (b) all Related Security with respect to the Contributed Receivables, (c) all Collections and other proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any other than sales tax) in respect of any Contributed Receivable, or Related Security with respect to any such Contributed Receivable, or otherwise applied to repay or discharge any such Contributed Receivable (including insurance payments that the Parent or the Initial Collection Agent applies in the ordinary course of its business to amounts owed in respect of any such Contributed Receivable and net proceeds of any sale or other disposition of repossessed goods that were the subject of any such Contributed Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed Receivables, and (d) all Records relating to any of the foregoing (the items listed above in clauses (b), (c) and (d) being referred to herein as the "Related Contributed Assets"). The value of the capital contribution attributable to each Contributed Receivable and its Related Contributed Assets shall be an aggregate amount equal to the Unpaid Balance of such Contributed Receivable as of the Cut-Off Date immediately preceding the applicable date of contribution (or, in the case of contributions deemed to occur pursuant to Section 3.1, equal to the portion of the Unpaid Balance of the Receivables so contributed).
Appears in 1 contract
Sources: Receivables Purchase Agreement (Crompton & Knowles Corp)
Contribution of Receivables. If at any time, the Parent will become a Seller under the Agreement, then the Parent may, in its sole discretion, from time to time, transfer Treasure Chest hereby transfers to Buyer, as a contribution to the capital of Buyer, all its right, title and interest in, to and under:
(a) such $43,794,245 of Receivables of Treasure Chest having, among the Parent that existing Receivables, the Parent may from time to time designate in a Periodic Report oldest invoiced date as part of a contribution to the capital closing of Buyer Treasure Chest's business on the Initial Cut-Off Date (collectively, the "Contributed Receivables"),
(b) all Related Security with respect to the Contributed Receivables,
(c) all Collections and other proceeds of the foregoing, including all funds received by any Person in payment of any amounts owed (including invoice prices, finance charges, interest and all other charges, if any other than sales taxany) in respect of any Contributed Receivable, Receivable or Related Security with respect to any such Contributed Receivable, or otherwise applied to repay or discharge any such Contributed Receivable (including insurance payments that the Parent Treasure Chest or the Initial Collection Agent Servicer applies in the ordinary course of its business to amounts owed in respect of any such Contributed Receivable and net proceeds of any sale or other disposition of or repossessed goods that were the subject of any such Contributed Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Contributed Receivables, and
(d) all Records relating to any of the foregoing (the items listed above in clauses (b), (c) and (d) being referred to herein as the "Related Contributed Assets."). The value of the capital contribution attributable to each Contributed Receivable and its Related Contributed Assets shall be an aggregate amount equal to the Unpaid Balance of such Contributed Receivable as of the Cut-Off Date immediately preceding the applicable date of contribution (or, in the case of contributions deemed to occur pursuant to Section 3.1, equal to the portion of the Unpaid Balance of the Receivables so contributed).
Appears in 1 contract
Sources: Receivables Purchase Agreement (Big Flower Press Holdings Inc)