Purchase and Assignment of Accounts Clause Samples
The "Purchase and Assignment of Accounts" clause defines the process by which one party sells and transfers its rights to receive payment from certain accounts receivable to another party. In practice, this clause outlines the terms under which accounts are identified, the purchase price is determined, and the formal steps required to effectuate the assignment, such as providing notice to the account debtors. Its core function is to facilitate the legal and financial transfer of receivables, ensuring that the buyer obtains clear rights to collect payments and that both parties understand their respective obligations, thereby reducing the risk of disputes over ownership or payment.
Purchase and Assignment of Accounts. Pursuant to the terms herein and in consideration for amounts paid to the Customer on the date hereof as well as amounts paid to the Customer during the term hereof, the Customer hereby agrees to sell, transfer and assign to WFBC, with recourse, as absolute owner, and WFBC hereby agrees to purchase from the Customer, during the period from the Closing Date to but excluding the Termination Date, as of the date of each delivery of each Assignment and Schedule of Accounts acceptable to WFBC in its sole discretion, all of the Customer’s right, title and interest in and to the following:
(a) Each Acceptable Account generated by the Customer which is offered for sale, transfer and assignment by the Customer pursuant to an Assignment and Schedule of Accounts delivered to WFBC by the Customer and accepted by WFBC in its sole discretion (collectively, the “Purchased Accounts” and each, a “Purchased Account”);
(b) All rights of action (including all rights of stoppage in transit, replevin, repossession, reclamation, setoff, detinue, repurchase and all other rights of action of a consignor, consignee, unpaid vendor, mechanic, artisan or other lienor) accrued or to accrue on each Purchased Account, including full power to collect, ▇▇▇ for, compromise, assign, in whole or in part, or in any other manner enforce collection thereof in the Customer’s name or otherwise;
(c) All right, title and interest of the Customer in and to the Records, the Related Security, all agreements, documents or instruments relating to the Purchased Accounts and the proceeds thereof, and all deposits and other security for the obligation of any Person under or relating to the Purchased Accounts, in each case whether presently existing or hereafter arising, now owned or hereafter acquired;
(d) All inventory and goods relating to, or which by sale have resulted in, Purchased Accounts, including all returned inventory and goods; and
(e) All proceeds of the foregoing in any form (collectively, with the assets described in Section 3.01(b), Section 3.01(c), and Section 3.01(d), the “Related Rights”). The foregoing sales, transfers and assignments do not constitute, and are not intended to result in, an assumption by WFBC of any liability or obligation of the Customer or any other Person in connection with the Purchased Accounts, the Related Rights or under any agreement or instrument relating thereto.
Purchase and Assignment of Accounts. Client hereby agrees to sell and assign to Purchaser, and Purchaser hereby agrees to purchase as absolute owner, certain Approved Accounts of such Client arising from sales of inventory or rendition of services in the ordinary course of business by such Client to a Customer, without further act or instrument. With respect to each Approved Account offered for sale by Client to Purchaser hereunder and accepted for purchase by Purchaser from Client hereunder, the assignment to Purchaser of such Approved Account, and purchase by Purchaser of such Approved Account, will be effective as of the date of payment by Purchaser (or Administrative Purchaser on behalf of Purchaser) of the Initial Payment of the Purchase Price for such Approved Account (such Approved Accounts, upon effectiveness of the assignment and purchase thereof, being referred to, collectively, as the “Purchased Accounts”). Except as set forth herein, all purchases by Purchaser of Purchased Accounts shall be without recourse to Client.
Purchase and Assignment of Accounts. Pursuant to the terms herein and in consideration for amounts paid to the Customer on the date hereof as well as amounts paid to the 9 Customer during the term hereof, the Customer hereby agrees to sell, transfer and assign to WFBC, with recourse, as absolute owner, and WFBC hereby agrees to purchase from the Customer, during the period from the Closing Date to but excluding the Termination Date, as of the date of each delivery of each Assignment and Schedule of Accounts acceptable to WFBC in its sole discretion, all of the Customer’s right, title and interest in and to the following:
Purchase and Assignment of Accounts. Client hereby agrees to sell and assign to Purchaser, and Purchaser hereby agrees to purchase as absolute owner, certain Approved Accounts of Client arising from sales of inventory or rendition of services in the ordinary course of business by Client to a Customer, without further act or instrument. With respect to each Approved Account offered for sale by Client to Purchaser hereunder and accepted for purchase by Purchaser from Client hereunder, the assignment to Purchaser of such Approved Account, and purchase by Purchaser of such Approved Account, will be effective as of the date of payment by Purchaser of the Initial Payment of the Purchase Price for such Approved Account in accordance with the terms hereof (such Approved Accounts, upon effectiveness of the assignment and purchase thereof and so long as such Approved Account has not been repurchased by Client, being referred to, collectively, as the “Purchased Accounts”). It is understood and agreed that, notwithstanding any increase in the Initial Payment of the Purchase Price for an Unbilled Account upon the Conversion Date thereof in accordance with Section 1.4 below, but without limiting the obligation of Purchaser under Section 1.4 below with respect to payment of such increase, the assignment from Client to Purchaser and purchase by Purchaser from Client of an Unbilled Account will be effective, and such Unbilled Account shall constitute a Purchased Account (so long as it has not been repurchased by Client), as of the date of payment by Purchaser of such Initial Payment calculated using the Purchase Price Rate for Unbilled Accounts. Except as set forth herein, all purchases by Purchaser of Purchased Accounts shall be without recourse to Client.
Purchase and Assignment of Accounts