Payment of Price Differential Clause Samples
The Payment of Price Differential clause establishes the obligation for one party to pay the difference between an agreed contract price and a market price or replacement cost if certain conditions are met, such as non-delivery or early termination. In practice, this clause typically applies when a contract is terminated before completion or when goods or services are not delivered as agreed, requiring the defaulting party to compensate the other for any additional costs incurred in securing a replacement. Its core function is to allocate financial risk and ensure that the non-defaulting party is made whole by covering any losses resulting from price fluctuations or contract breaches.
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Payment of Price Differential. With respect to any Transaction under this Agreement, and notwithstanding anything in this Agreement to the contrary, the portion of the Repurchase Price for such Transaction consisting of the Price Differential shall, in all circumstances, be paid by Seller (or by Seller Party Agent on Seller’s behalf) by wire transfer of immediately available funds to the account of Buyer set forth in Schedule 2 to the Framework Agreement on the Repurchase Date for such Transaction (or, if such Repurchase Date is not a Monthly Date, on the earlier of (i) next succeeding Monthly Date to occur following such Repurchase Date or (ii) the Facility Expiration Date), and such payment of the Price Differential shall not be subject to any setoff, netting or other application by Seller against other amounts, whether pursuant to Paragraph 12 of the SIFMA Master or otherwise. 13.
Payment of Price Differential. (a) Notwithstanding that the Sellers, the Agent and the Buyers intend that the Transactions hereunder be sales to the Buyers of the Purchased Assets, the Sellers shall pay to the Agent, for the account of the Buyers, an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date less any portion thereof previously paid, if any. The Agent shall deliver to the Sellers, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, and a detailed calculation thereof, on or prior to the fifth (5th) Business Day preceding each Payment Date. If the Sellers fail to make all or part of the Periodic Advance Repurchase Payment by 5:00 p.m., New York City time, on the Payment Date, the Sellers shall be obligated to pay to the Agent for the account of the Buyers (in addition to, and together with, the Periodic Advance Repurchase Payment) interest on the unpaid amount of the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the “Late Payment Fee”) until the overdue Periodic Advance Repurchase Payment is received in full by the Agent for the account of the Buyers.
(b) If any Seller repurchases Purchased Assets on a day other than the last day of the Eurodollar Period applicable to the related Transaction, all of the Sellers shall jointly and severally indemnify the Agent and each Buyer and hold the Agent and each Buyer harmless from any actual liabilities, losses, costs and/or expenses which the Agent or any Buyer sustains or incurs arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained (“Breakage Costs”), in each case for the remainder of the applicable Eurodollar Period. The Agent shall deliver to the Sellers a statement setting forth the amount and basis of determination of any Breakage Costs in reasonable detail, it being agreed that such statement and the method of its calculation shall be conclusive and binding upon the Sellers absent manifest error. This Section 3.06(b) shall survive termination of this Agreement and repurchase of all Purchased Assets subject to Transactions hereunder.
Payment of Price Differential. Section 3.4(c) of the Repurchase Agreement is amended and restated in its entirety as follows:
Payment of Price Differential. Notwithstanding that the Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets, the Sellers shall pay to Buyer an amount equal to the accrued Price Differential of each Transaction through but not including the Payment Calculation Date (each such payment, a "Periodic Advance Repurchase Payment") on each Payment Date less any portion thereof previously paid, if any. Buyer shall deliver to the Sellers, via Electronic Transmission, notice of the required Periodic Advance Repurchase Payment, and a detailed calculation thereof, on or prior to the fifth (5th) Business Day preceding each Payment Date. If the Sellers fail to make all or part of the Periodic Advance Repurchase Payment by 5:00 p.m., New York City time, on the Payment Date, the Sellers shall be obligated to pay to Buyer (in addition to, and together with, the Periodic Advance Repurchase Payment) interest on the unpaid amount of the Periodic Advance Repurchase Payment at a rate per annum equal to the Post-Default Rate (the "Late Payment Fee") until the overdue Periodic Advance Repurchase Payment is received in full by Buyer.
Payment of Price Differential. With respect to any Transaction under this Agreement, and notwithstanding anything in this Agreement to the contrary, the portion of the Repurchase Price for such Transaction consisting of the Price Differential shall, in all circumstances, be paid by Seller by wire transfer of immediately available funds to the account of Buyer set forth in Schedule 2 to the Framework Agreement on the Repurchase Date for such Transaction (or, if such Repurchase Date is not a Monthly Date, on the earlier of (i) next succeeding Monthly Date to occur following such Repurchase Date or (ii) the Facility Expiration Date), and such payment of the Price Differential shall not be subject to any setoff, netting or other application by Seller against other amounts, whether pursuant to Paragraph 12 of the SIFMA Master or otherwise.
Payment of Price Differential. Seller shall pay Administrative Agent the Price Differential for each Purchased Mortgage Loan calculated from the Purchase Date until, but not including, the date on which the Repurchase Price is paid.
Payment of Price Differential. The Price Differential shall be payable monthly on the Price Differential Payment Date for the related Transaction. Payment of the Price Differential to Buyer shall be made by wire transfer in immediately available funds.
Payment of Price Differential