Receivables Repurchase Sample Clauses

Receivables Repurchase. If a Purchased Receivable becomes a Recourse Receivable, (a) the party who makes the determination that such Purchased Receivable has become a Recourse Receivable will immediately notify the other Party in writing and specifically identify such Recourse Receivable and the event or condition which has caused it to become a Recourse Receivable; (b) IBM UK will sell such Recourse Receivable to the Supplier, without any warranty (except for title to the extent previously transferred by the Supplier to IBM UK) or recourse, at the next occurring Supplier Settlement Date; and (c) the Supplier will repurchase such Recourse Receivables on such Supplier Settlement Date by paying the Repurchase Price to IBM UK in cash. Any sums of money received by IBM UK from a Buyer and applied to a Recourse Receivable which has been repurchased by the Supplier shall be held in trust for the benefit of the Supplier and promptly transferred to the Supplier by IBM UK either in cash or, at IBM UK’s option, added to the Settlement Amount payable to IBM UK on the next Supplier Settlement Date. The Supplier’s obligation to pay the Repurchase Price shall be absolute and not conditional on the existence of the Recourse Receivable or any Associated Right (except to the extent the non-existence or impairment of such Recourse Receivable or Associated Rights is caused, directly or indirectly, by the action or inaction of IBM UK or its affiliates, including any Service Provider).
Sample 1
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Receivables Repurchase. If the aggregate accounts receivable of the Acquired Companies as of the Closing (the “Closing Date AR”) is not collected in full by the Acquired Companies, using reasonable and customary collection efforts, within one hundred twenty (120) days of the due date therefor, Pioneer shall have the right, by giving written notice to the Seller Representative at any time before the six (6) month anniversary of the Closing, to cause the Acquired Companies to put the uncollected portion of the Closing Date AR, net of any reserve established therefor deducted from Net Working Capital for purposes of determining the final amount of the Purchase Price pursuant to Section 2.4 (the “Closing Date Bad Debt Reserve”), back to the Seller Representative (on behalf of the Sellers). If Pioneer exercises such put option, then, within five (5) Business Days of Pioneer’s delivery of the notice of exercise, the Acquired Companies shall assign the uncollected portion of the Closing Date AR to the Seller Representative (on behalf of the Sellers) and the Seller Representative shall (on behalf of the Sellers) assume such accounts from the Acquired Companies and pay to Pioneer an amount with respect to such accounts (collectively, the “Repurchase Price”) that is equal to the difference between (a) the aggregate amount of such accounts (net of the Closing Date Bad Debt Reserve) and (b) the aggregate amount actually collected by the Acquired Companies with respect to such accounts as of the date of such assignment. The Seller Representative shall deliver the Repurchase Price to Pioneer by wire transfer of immediately available funds to such account or accounts as Pioneer may designate. Any payment of Repurchase Price will be deemed to be an adjustment to the Purchase Price. Any amounts received by Pioneer in payment of an account shall be applied to the oldest outstanding balances for that account, unless otherwise specified by the party making such payment (without consultation with Pioneer) or unless the party making such payment indicates that they are not paying any older outstanding balance for any reason (including disputes as to pricing or service level). Pioneer shall not be entitled to reduce, eliminate or otherwise compromise any accounts receivable subject to its put right under this Section 6.13 without the prior consent of the Seller Representative. Pioneer shall provide Sellers with an aging accounts receivable report on the 31st, 61st and 91st days after the Closing Date. ...
Sample 1
Receivables Repurchase. (a) On the last Business Day of each month following the Closing Date, FW may deliver a certificate to Seller certifying an amount equal to the excess of (1) the billed Accounts Receivable set forth on the Final Closing Balance Sheet which remain uncollected and 180 days or more overdue over (2) the amount of applicable reserves or contingencies included in the Final Closing Balance Sheet or the relevant Project Budget for such Accounts Receivable (the "Uncollected Receivables"). In determining whether any billed Accounts Receivable set forth in the Final Closing Balance Sheet remain uncollected and 180 days or more overdue, all payments from an account receivable debtor shall be applied to payment of the oldest outstanding account receivable of that debtor, unless otherwise specifically stated with such payment or unless such debtor disputes that any such account receivable is owing, in which event payment shall be applied to the next oldest account of such debtor not in dispute. Within five (5) Business Days of receipt of each such certificate, Seller shall pay FW in immediately available funds the face amount of the Uncollected Receivables specified in such certificate. The certificate delivered by FW pursuant to this Section 8.13(a) shall state that it has complied, in all material respects, with clause (a) and has complied with clause (b) of Section 10.9.
Sample 1
Receivables Repurchase. Sellers shall have delivered evidence ---------------------- reasonably satisfactory to Buyers that all receivables of the Business which are Purchased Assets previously sold to Societe Generale and/or Barton Capital Corporation have been repurchased by Sellers, free and xxxxx of all Liens.
Sample 1

Related to Receivables Repurchase

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Mortgage Loan repurchased (The Master Servicer hereby certifies that the Purchase Price has been credited to the Collection Account or the Certificate Account (whichever is applicable) pursuant to the Trust Agreement.)

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Receivables and Payables Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.

  • Receivables in Force No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released in whole or in part from the lien granted by the related Receivable.

  • Repurchase of Receivables Upon Breach Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such Repurchase Events.

  • Purchase of Receivables Upon Breach Upon a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, and such breach or impropriety shall not have been cured in all material respects, the Servicer shall, as of the last day of the second Collection Period following the Collection Period in which it discovers such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers such breach) purchase from the Issuer such Receivable and remit on the related Payment Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

  • 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.

  • Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans (a) Each Servicer shall use reasonable efforts to foreclose upon or otherwise comparably convert the ownership of properties securing such of the related Non-Designated Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with such foreclosure or other conversion, each Servicer shall take such action as (i) such Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (ii) shall be consistent with Accepted Servicing Practices, (iii) such Servicer shall determine consistently with Accepted Servicing Practices to be in the best interest of the Trust Fund and Certificateholders, and (iv) is consistent with the requirements of the insurer under any Required Insurance Policy; provided, however, that such Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the related Non-Designated Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds. Any funds expended by any Servicer pursuant to this Section 3.11(a) shall be reimbursable in full pursuant to Section 3.08(a)(iii). The related Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the Liquidation Proceeds with respect to the related Mortgaged Property or otherwise as a Servicing Advance in accordance with Section 3.08(a). With respect to any Non-Designated Mortgage Loan, notwithstanding anything to the contrary contained in this Agreement, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the related Servicer has reasonable cause to believe that the related Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Trust Administrator otherwise requests, an environmental inspection or review of such Mortgaged Property conducted by a qualified inspector shall be arranged for by such Servicer. Upon completion of the inspection, the related Servicer shall promptly provide the Trust Administrator with a written report of environmental inspection. In the event the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the related Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure if the estimated costs of the environmental clean up, as estimated in the environmental inspection report, together with the Servicing Advances and Advances made such Servicer and the estimated costs of foreclosure or acceptance of a deed in lieu of foreclosure exceeds the estimated value of the Mortgaged Property. If however, the aggregate of such clean up and foreclosure costs, Advances and Servicing Advances are less than or equal to the estimated value of the Mortgaged Property, then the related Servicer may, in its reasonable judgment and in accordance with Accepted Servicing Practices, choose to proceed with foreclosure or acceptance of a deed in lieu of foreclosure and such Servicer shall be reimbursed for all reasonable costs associated with such foreclosure or acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse such Servicer, such Servicer shall be entitled to be reimbursed from amounts in the related Collection Account pursuant to Section 3.08(a) hereof. In the event the related Servicer does not proceed with foreclosure or acceptance of a deed in lieu of foreclosure pursuant to the first sentence of this paragraph, such Servicer shall be reimbursed for all Advances and Servicing Advances made with respect to the related Mortgaged Property from the related Collection Account pursuant to Section 3.08(a) hereof, and such Servicer shall have no further obligation to service such Non-Designated Mortgage Loan under the provisions of this Agreement.

  • Repurchase of Receivables In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

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