Pledged Receivables Sample Clauses

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Pledged Receivables. No Grantor will make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Pledged Receivable or accept in satisfaction of a Pledged Receivable less than the original amount thereof other than in accordance with its present policies and in the ordinary course of business and as otherwise permitted under the Credit Agreement and the Note Purchase Agreement. Each Grantor shall take all steps necessary to grant the Collateral Agent Control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.
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Pledged Receivables. The Pledgor has delivered to the Collateral Agent all Instruments representing any Pledged Receivables, accompanied by duly executed instruments of transfer or assignment in blank.
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Pledged Receivables. The Pledgor shall not settle any dispute with the Pledged Debtor relating to any Pledged Receivables in a way which would materially adverse the rights of the Notes Foreign Collateral Agent. The Pledgor shall perform its obligations towards the Pledged Debtor in a timely manner so as to protect, in either event, the rights of the Notes Foreign Collateral Agent in respect of the Pledged Receivables.
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Pledged Receivables. All Instruments representing or evidencing the Pledged Receivables shall promptly be delivered to and held by the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent.
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Pledged Receivables. With respect to each Pledged Receivable, Borrower warrants and represents to Agent and Lenders as of the applicable Transfer Date that: (i) each of the Pledged Receivables listed in the Borrowing Certificate delivered by Borrower to Agent as of the date of an applicable Advance constitutes an Eligible Receivable; (ii) in determining which Receivables are “Eligible Receivables,” Lender may rely upon all statements or representations made by Borrower in this Agreement or the other Loan Documents; (iii) such Receivables are genuine; are in all respects what they purport to be; and such Receivable has only one original counterpart and no other party other than Custodian is in actual or constructive possession of the related Custodian Deliverables (other than with respect to permissible trailing documents); and (iv) such Receivables represent undisputed, bona fide transactions created by purchase money financing by an originator to its borrower customer in the ordinary course of such originator’s business and completed in accordance with the terms and provisions contained in any documents related thereto.
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Pledged Receivables. (a) Except with respect to intercompany Pledged Receivables among any two or more Grantors, such Grantor will not, without the Collateral Agent’s prior written consent, grant any extension of the time of payment under or in respect of any of the Pledged Receivables or Related Contracts of such Grantor, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon, other than any of the foregoing with respect to Pledged Receivables consisting of Accounts, Chattel Paper or Payment Intangibles which are done in the ordinary course of business and trade discounts granted in the ordinary course of business of such Grantor. (b) Such Grantor shall keep full and accurate books and records relating to the Pledged Receivables, including, without limitation, a current and complete list of all Account Debtors, along with their respective names, addresses, telephone numbers, account or other identification numbers and the balance and aging of their respective Pledged Receivables, copies of which list such Grantor shall deliver to the Collateral Agent promptly after the end of each fiscal quarter of such Grantor and as soon as practicable following the Collateral Agent’s request therefor, and (ii) stamp or otherwise ▇▇▇▇ or code such books and records in such manner as may be required to perfect the security interest in such Collateral or at the request of the Collateral Agent in order to reflect the security interests granted by this Security Agreement. (c) Such Grantor shall use commercially reasonable efforts to cause to be collected from its Account Debtors, as and when due, all amounts owing under or on account of the Pledged Receivables (including, without limitation, a Pledged Receivable which is delinquent, which shall be collected in accordance with lawful collection procedures to the extent commercially reasonable) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of the Pledged Receivables. (d) Upon the occurrence and during the continuance of an Event of Default and upon the written request of the Collateral Agent, such Grantor shall promptly (i) notify the Account Debtors in respect of the Pledged Receivables that the Pledged Receivables have been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect thereof are to be ...
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Pledged Receivables. At any date of determination, (i) all Eligible Receivables against which Lender shall have made an Advance which remains outstanding as of such date, and (ii) all Receivables which are no longer Eligible Receivables and for which a mandatory prepayment under Section 1.7(b)(i) is required and has not occurred; provided, however, in no event shall the Receivables described in this clause (ii) be utilized in the definition of "Availability" or in the definition of "Maximum Exposure" in which case the references to "Pledged Receivable" therein shall be only to Eligible Receivables. PLEDGED RECEIVABLES COLLATERAL. Receivables Collateral relating to Pledged Receivables.
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Pledged Receivables. The Pledged Receivables and the Intercompany Loan Agreement are legal, valid, binding and enforceable obligations of the relevant Debtor in accordance with their terms and the Intercompany Loan Agreement contain no provision prohibiting or restricting the pledge of the Pledged Receivables.
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Pledged Receivables 
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Related to Pledged Receivables

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent. (b) None of the obligors on any Receivables is a Governmental Authority. (c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate.

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

  • Accounts and Notes Receivable The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.11) of the accounts and notes receivable of the COMPANY, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-Closing, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter in the ordinary course of business consistent with past practice and such omissions are not material, either individually or in the aggregate.

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.