Common use of Vesting of Ownership Clause in Contracts

Vesting of Ownership. (i) Effective on and as of each Purchase Date (A) prior to the occurrence of the Committed Purchaser Funding Event, the Conduit Purchaser shall own the Purchaser Interests sold by the Seller hereunder on such Purchase Date, and (B) on and after the occurrence of the Committed Purchaser Funding Event, the Committed Purchaser shall own the Purchaser Interests sold by the Seller hereunder on such Purchase Date. The Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Purchaser Interests. (ii) The Seller shall indicate in its Records that interests in the Transferred Receivables have been sold hereunder and that ownership of such interests is vested in the Administrative Agent on behalf of the Purchasers. In addition, the Seller shall respond to any inquiries with respect to the ownership of any Transferred Receivable by stating that interests therein have been sold hereunder and that ownership of such interests is vested in the Purchasers. The Seller and the Servicer shall hold all Invoices and other documents and incidents (other than Contracts) relating to such Transferred Receivables in trust for the benefit of the Administrative Agent on behalf of the Conduit Purchaser and the Committed Purchaser, as the owner thereof, and for the sole purpose of facilitating the servicing of such Transferred Receivables. The Seller and the Servicer hereby acknowledge that their retention and possession of such Invoices and documents shall at all times be at the sole discretion of the Administrative Agent and in a custodial capacity for the Administrative Agent's benefit (on behalf of the Purchasers) only.

Appears in 1 contract

Sources: Receivables Purchase and Servicing Agreement (Daisy Parts Inc)

Vesting of Ownership. (i) Effective on and as of each Purchase Date (A) prior to the occurrence of the Committed Purchaser Funding Event, the Conduit Purchaser shall own the Purchaser Interests all Transferred Receivables sold by the Seller hereunder on such Purchase Date, and (B) on and after the occurrence of the Committed Purchaser Funding Event, the Committed Purchaser shall own the Purchaser Interests all Transferred Receivables sold by the Seller hereunder on such Purchase Date. The Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Purchaser InterestsTransferred Receivables. (ii) The Seller shall indicate in its Records that interests in the Transferred Receivables have been sold hereunder and that ownership of such interests Transferred Receivables is vested in the Administrative Agent on behalf for the benefit of the Purchasers. In addition, the Seller shall respond to any inquiries with respect to the ownership of any such Transferred Receivable by stating that interests therein have been sold hereunder it is no longer the owner of such Transferred Receivable and that ownership of such interests thereof is vested in the Administrative Agent for the benefit of the Purchasers. The Seller and the Servicer shall hold all Invoices Contracts and other documents and incidents (other than Contracts) relating to such Transferred Receivables in trust for the benefit of the Administrative Agent on behalf of the Conduit Purchaser and the Committed PurchaserPurchasers, as the owner thereof, and for the sole purpose of facilitating the servicing of such Transferred Receivables. The Seller and the Servicer hereby acknowledge that their retention and possession of such Invoices Contracts and documents shall at all times be at the sole discretion of the Administrative Agent and in a custodial capacity for the Administrative Agent's ’s benefit (on behalf of the Purchasers) only.

Appears in 1 contract

Sources: Receivables Purchase and Servicing Agreement (Synnex Information Technologies Inc)

Vesting of Ownership. (i) Effective on and as of each Purchase Date (A) prior to the occurrence of the Committed Purchaser Funding Event, the Conduit Purchaser shall own the Purchaser Interests sold by the Seller hereunder on such Purchase Date, and (B) on and after the occurrence of the Committed Purchaser Funding Event, the Committed Purchaser shall own the Purchaser Interests sold by the Seller hereunder on such Purchase Date. The Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Purchaser Interests. (ii) The Seller shall indicate in its Records that interests in the Transferred Receivables have been sold hereunder and that ownership of such interests is vested in the Administrative Agent on behalf of the Purchasers. In addition, the Seller shall respond to any inquiries with respect to the ownership of any Transferred Receivable by stating that interests therein have been sold hereunder and that ownership of such interests is vested in the Purchasers. The Seller and the Servicer Servicers shall hold all Invoices Contracts and other documents and incidents (other than Contracts) relating to such Transferred Receivables in trust for the benefit of the Administrative Agent on behalf of the Conduit Purchaser and the Committed Purchaser, as the owner thereof, and for the sole purpose of facilitating the servicing of such Transferred Receivables. The Seller and the Servicer Servicers hereby acknowledge that their retention and possession of such Invoices Contracts and documents shall at all times be at the sole discretion of the Administrative Agent and in a custodial capacity for the Administrative Agent's benefit (on behalf of the Purchasers) benefit only.

Appears in 1 contract

Sources: Receivables Purchase and Servicing Agreement (K2 Inc)

Vesting of Ownership. (i) Effective on and as of each Purchase Date (A) prior to the occurrence of the Committed Purchaser Funding Event, the Conduit Purchaser shall own the Purchaser Interests sold by the Seller hereunder on such Purchase Date, and (B) on and after the occurrence of the Committed Purchaser Funding Event, the Committed Purchaser shall own the Purchaser Interests sold by the Seller hereunder on such Purchase Date. The Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Purchaser Interests. (ii) The Seller shall indicate in its Records that interests in the Transferred Receivables have been sold conveyed hereunder and that ownership of such interests is vested in the Administrative Agent on behalf of the Purchasers. In addition, the Seller shall respond to any inquiries with respect to the ownership of any Transferred Receivable by stating that interests therein have been sold conveyed hereunder and that ownership of such interests is vested in the PurchasersPurchasers it being understood that such statement shall not be deemed a representation or warranty that the Transferred Receivables themselves (as opposed to interests therein) have been conveyed to the Purchasers hereunder. The Seller and the Servicer shall hold all Invoices Contracts and other documents and incidents (other than Contracts) relating to such Transferred Receivables in trust for the benefit of the Administrative Agent on behalf of the Conduit Purchaser and the Committed Purchaser, as the owner thereof, and for the sole purpose of facilitating the servicing of such Transferred Receivables. The Seller and the Servicer hereby acknowledge that their retention the Servicer shall retain and possession of possess such Invoices Contracts and documents shall at all times be at solely in its role as "Servicer" and subject to the sole discretion provisions of the Administrative Agent and in a custodial capacity for the Administrative Agent's benefit (on behalf of the Purchasers) onlyArticle VII hereof.

Appears in 1 contract

Sources: Receivables Purchase and Servicing Agreement (Avondale Inc)