Adjustment Payment Obligation Sample Clauses

Adjustment Payment Obligation. In the event of a breach of ----------------------------- any of the representations and warranties contained in Sections 4.02(a), ---------------- 4.02(b), 4.02(c), 4.02(d) or 4.02(f) in respect of any Receivable sold hereunder ------- ------ ------- ------- or if the Purchaser's interest in any Receivable is not a full legal and beneficial ownership, the respective Originator shall, within 30 days of the earlier of its knowledge or receipt of written notice of such breach or defect from the Purchaser, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 days, such Originator upon request of the Purchaser shall repurchase the relevant Receivable from the Purchaser at a repurchase price (without duplication of any Originator Dilution Adjustment Payments made pursuant to Section 2.05 hereof), equal to the original Principal Amount of such Receivable ------------ less Collections received by the Purchaser in respect of such Receivable (the "Originator Adjustment Payment"), which payment shall be in the same currency as ----------------------------- such Receivable. Upon the payment of an Originator Adjustment Payment hereunder, the Purchaser shall automatically agree to pay to such Originator all Collections received subsequent to such repurchase with respect to such repurchased Receivable. The parties agree that if there is a breach of any of the representations and warranties of any Originator contained in Section ------- 4.02(a), 4.02(b) or 4.02(c) in respect of or concerning any Receivable, the ------- ------- ------- respective Originator's obligation to pay the Originator Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss and not a penalty ------------ (and neither the Purchaser nor any other person or entity having an interest in this Agreement through the Purchaser shall be entitled to any other remedies as a consequence of any such breach).
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Adjustment Payment Obligation. If (i) any representation or warranty under subsections 2.04(a) or (b) is not true and correct as of the date specified therein with respect to any Purchased Loan transferred to the Trust, or any Purchased Loan encompassed by the representation and warranty in subsection 2.04(c) is determined not to have been an Eligible Loan as of the relevant Loan Purchase Date, (ii) there is a breach of any covenant under subsection 2.07(b) with respect to any Purchased Loan or (iii) the Trust’s interest in any Purchased Loan is not a first priority perfected ownership or security interest at any time as a result of any action taken by, or the failure to take action by, the Company (any Purchased Loan as to which the conditions specified in any of clause (i), (ii) or (iii) of this subsection 2.05(a) exists is referred to herein as an “Ineligible Purchased Loan”) then, after the earlier (the date on which such earlier event occurs, the “Ineligibility Determination Date”) to occur of the discovery by the Company of any such event that continues unremedied or receipt by the Company of written notice given by the Trustee or the Servicer of any such event that continues unremedied, the Company shall make an adjustment payment with respect to such Ineligible Purchased Loan on the terms and conditions set forth in subsection 2.05(b).
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Adjustment Payment Obligation. If (i) any representation or warranty under subsections 2.04(a) or (b) is not true and correct as of the date specified therein with respect to any Receivable transferred to the Trust or any Receivable encompassed by the representation and warranty in subsection 2.04(c) is determined not to be an Eligible Receivable as of the relevant Receivables Purchase Date, (ii) there is a breach of any covenant under subsection 2.08(c) with respect to any Receivable or (iii) the Trust's interest in any Receivable is not a first priority perfected ownership or security interest at any Amended and Restated Pooling Agreement 56
Sample 1
Adjustment Payment Obligation. If (i) any representation or warranty under subsections 2.04(a), (b) or (c) is not true and correct as of the date specified therein with respect to any Receivable transferred to the Trust, (ii) there is a breach of any covenant under subsection 2.08(c) with respect to any Receivable, or (iii) the Trust's interest in any Receivable is not a first priority perfected ownership or security interest at any time as a result of any action taken by, or the failure to take action by, the Company (any Receivable as to which the conditions specified in any of clause (i), (ii), or (iii) of this subsection 2.05(a) exists is referred to herein as an "Ineligible Receivable") then, after the earlier (the date on which such earlier event occurs, the "Repurchase Pooling Agreement 44 Obligation Date"), to occur of the discovery by the Company of any such event that continues unremedied or receipt by the Company of written notice given by the Trustee or the Servicer of any such event that continues unremedied, the Company shall make an adjustment payment with respect to such Ineligible Receivable on the terms and conditions set forth in subsection 2.05(b).
Sample 1
Adjustment Payment Obligation. If (i) any representation or warranty under Sections 2.04(a) or (b) is not true and correct as of the date specified therein with respect to any Receivable transferred to the Trust or any Receivable encompassed by the representation and warranty in Section 2.04(c) is determined not to have been an Eligible Receivable as of the relevant Receivables Purchase Date, (ii) there is a breach of any covenant under Section 2.08(b) with respect to any Receivable or (iii) the Trust's interest in any Receivable is not a first priority perfected ownership or security interest at any time as a result of any action taken by, or the failure to take action by, the Company (any Receivable as to which the conditions specified in any of clause (i), (ii) or (iii) of this Section 2.05(a) exists is referred to herein as an "Ineligible Receivable") then, after the earlier, to occur of (x) the discovery by the Company of any such event that continues unremedied or (y) receipt by the Company of written notice given by the Trustee or any Servicer of any such event that continues unremedied (the date on which such earlier event occurs, the "Ineligibility Determination Date"), the Company shall make an adjustment payment with respect to such Ineligible Receivable on the terms and conditions set forth in Section 2.05(b).
Sample 1
Adjustment Payment Obligation. If (i) any representation or warranty under subsections 2.04(a), (b) or (c) is not true and correct as of the date specified therein with respect to any Receivable transferred to the Trust, (ii) there is a breach of any covenant under subsection 2.08(c) with respect to any Receivable, (iii) the Trust's interest in any Receivable is not a first priority perfected owner ship or security interest at any time as a result of any action taken by, or the failure to take action by, the Company or (iv) any Eligible Receivable becomes subject to any asserted defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Receivables Sale Agreement) provided that in the case of any Eligible Receivable that becomes Pooling Agreement
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Adjustment Payment Obligation. If (i) any representation or warranty under SUBSECTIONS 2.04(A) or (B) is not true and correct as of the date specified therein with respect to any Purchased Loan transferred to the Trust, or any Purchased Loan encompassed by the representation and warranty in SUBSECTION 2.04(C) is determined not to have been an Eligible Loan as of the relevant Loan Purchase Date, (ii) there is a breach of any covenant under SUBSECTION 2.07(B) with respect to any Purchased Loan or (iii) the Trust's interest in any Purchased Loan is not a first priority perfected ownership or security interest at any time as a result of any action taken by, or the failure to take action by, the Company (any Purchased Loan as to which the conditions specified in any of clause (i), (ii) or (iii) of this SUBSECTION 2.05(A) exists is referred to herein as an "INELIGIBLE PURCHASED LOAN") then, after the earlier (the date on which such earlier event occurs, the "INELIGIBILITY DETERMINATION DATE") to occur of the discovery by the Company of any such event that continues unremedied or receipt by the Company of written notice given by the Trustee or the Servicer of any such event that continues unremedied, the Company shall make an adjustment payment with respect to such Ineligible Purchased Loan on the terms and conditions set forth in SUBSECTION 2.05(B).
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Related to Adjustment Payment Obligation

  • Payment Obligation Absolute Except as otherwise provided in this Agreement and as provided in the last sentence of this paragraph, the Employer’s and CMS Energy Corporation’s obligations to make the payments and provide the benefits to the Executive specified herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, defense, or other right which the Employer, CMS Energy Corporation or any of its Affiliates may have against the Executive or anyone else. Except as otherwise provided in this Agreement, all amounts payable by the Employer hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Employer shall be final, but subject to the provisions of the next sentence. If the Executive should seek to litigate this Agreement or the subject matters addressed herein in a state or federal court, subject to the requirements of Section 409A, to the extent applicable, (i) the Executive at least ten (10) days prior to filing in court shall tender back to the Employer all cash consideration paid to the Executive under this Agreement prior thereto and (ii) any payments then or thereafter due to the Executive under this Agreement shall be withheld until said litigation is finally resolved. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment, provided such other employment is not a violation of the provisions of Article 5 herein, shall in no event effect any reduction of the Employer’s obligations to make the payments and arrangements required to be made under this Agreement.

  • Payment Obligation In addition to the Minimum Annual Rent specified in this Lease, Tenant shall pay to Landlord as additional rent for the Leased Premises, in each calendar year or partial calendar year during the term of this Lease, an amount equal to the Annual Rental Adjustment for such calendar year or partial calendar year.

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

  • 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.

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Section 3.3(d) herein.

  • Repayment Obligation In the event that (1) the Company issues a restatement of financial results to correct a material error and (2) the Committee determines, in good faith, that the Grantee’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (3) some or all of the Performance Shares that were granted and/or vested prior to such restatement would not have been granted and/or vested, as applicable, based upon the restated financial results, the Grantee shall immediately return to the Company the Performance Shares or any Shares or the pre-tax income derived from any disposition of the Shares previously received in settlement of the Performance Shares that would not have been granted and/or vested based upon the restated financial results (the “Repayment Obligation”). The Company shall be able to enforce the Repayment Obligation by all legal means available, including, without limitation, by withholding such amount from other sums owed by the Company to the Grantee.

  • Payment of Reimbursement Obligations (a) The Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances:

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

  • Sharing of Reimbursement Obligation Payments Whenever the Agent receives a payment from the Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a Lender, the Agent shall promptly pay to such Lender such Lender’s Pro Rata Share of such payment from the Borrower. Each such payment shall be made by the Agent on the next Settlement Date.

  • Unpaid Reimbursement Obligation Any Reimbursement Obligation for which the Borrower does not reimburse the Agent and the Banks on the date specified in, and in accordance with, Section 4.2.

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