Repurchase Clause Samples

Repurchase. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof or receipt of notice thereof by World Omni as described in Section 3.02(a), World Omni shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at World Omni’s option, the last day of the first Collection Period following the discovery) and World Omni shall deliver a revised Schedule of Receivables to the Depositor and the Trust which shall reflect the repurchase of such Receivables. In consideration of the repurchase of any such Receivable, World Omni shall remit the Purchase Amount, in the manner specified in Section 5.05. Upon such repurchase, the Issuing Entity will, without further action, be deemed to have sold and assigned to World Omni all of the Issuing Entity’s right, title and interest in the Receivable repurchased by World Omni under this Section 3.02(b) and all security and documents relating to the Receivable. The sale will not require any action by the Issuing Entity and will be without recourse, representation or warranty by the Issuing Entity except the representation that the Issuing Entity owns the Receivable free and clear of any Lien, other than a Lien pursuant to the Basic Documents. On the sale, the Servicer will mark its receivables systems to indicate that the receivable is no longer a Receivable and may take any action necessary or advisable to evidence the sale of the receivable, free from any Lien of the Issuing Entity or the Indenture Trustee. Subject to the provisions of Section 6.03, the sole remedy of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of representations and warranties pursuant to Section 3.01(a) and the agreement contained in this section shall be to require World Omni to repurchase Receivables pursuant to this section, subject to the conditions contained herein.

Repurchase. On the Repurchase Date for each Purchased Asset, the applicable Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and is continuing, Buyer shall transfer to such Seller such Purchased Asset, along with all rights validly transferred to Buyer by such Seller on the Purchase Date thereof, whereupon such Transaction with respect to such Purchased Asset shall terminate; provided, however, that, with respect to any Repurchase Date that occurs on the second Business Day prior to the maturity date (as defined under the related Purchased Asset Documents with respect to such Purchased Asset) for such Purchased Asset by reason of clause (d) of the definition of “Repurchase Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the second Business Day after such Repurchase Date; provided, further, that Buyer shall have no obligation to transfer to such Seller, or release any interest in, such Purchased Asset until Buyer’s receipt of payment in full of the Repurchase Price therefor. So long as no Event of Default has occurred and is continuing, Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian to promptly release to the applicable Seller the Mortgage Asset File for such Purchased Asset, and Buyer shall execute, acknowledge and deliver to the related Seller, at such Seller’s sole expense, any and all documents, instruments and agreements necessary to release all security interests in such Purchased Asset, including, to the extent any UCC financing statement filed against such Seller specifically identifies such Purchased Asset, an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein; provided, however, that whether or not an Event of Default has occurred and is continuing hereunder, Buyer shall be required to release the Mortgage Asset File relating to a Purchased Asset and execute, acknowledge and deliver to the related Seller, at such Seller’s sole expense, all necessary release documents if (a) the Underlying Obligor has paid the entire principal amount of the underlying Whole Loan and all other amounts due to Seller under the related Purchased Asset Documents and (b) suc...

Repurchase. On the Repurchase Date for each Purchased Asset, Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of such Repurchase Date, and Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction with respect to such Purchased Asset shall terminate. Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset shall authorize the Custodian to release to Seller any and all documents and instruments related to such Purchased Assets (such as those which may have been delivered to Buyer pursuant to Section 3.01(h)) and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer's security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by Buyer's actions or inactions. Any Income with respect to such Purchased Asset received by Buyer or Securities Account Bank after payment of the Repurchase Price therefor shall, at the written direction of Buyer, be remitted to Seller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. The portion of all such net proceeds in excess of the then-current Repurchase Price of the related Purchased Asset shall be applied by Buyer to reduce any other amounts due and payable to Buyer under this Agreement.

Repurchase. If the Company determines, in its sole discretion, that it is likely that within six months the securities of the Company will be held of record by a number of persons that would require the Company to register a class of its equity securities under the Securities Exchange Act of 1934, as amended, as required by Section 12(g) thereof, the Company shall have the option to repurchase this instrument from the Investor for the greater of (i) the Purchase Amount and (ii) the fair market value of this instrument, as determined by an independent appraiser of securities chosen by the Company (such repurchase, the “Repurchase,” and such greater value, the “ Repurchase Value”); provided, however, that, in the event an Equity Financing occurs within three months after the Repurchase and the Repurchase Value is less than the Aggregate Value (as defined below) of the shares of Safe Preferred Stock the Investor would have received had the Repurchase not occurred (where such value is determined by multiplying the number of shares of Safe Preferred Stock by the Conversion Price and is referred to as the “Aggregate Value”), the Company shall pay to the Investor an amount equal to the difference between the Aggregate Value and the Repurchase Value promptly following the consummation of the Equity Financing. Such independent appraiser shall be regularly engaged in the valuation of securities. The foregoing repurchase option terminates upon a Change of Control or Dissolution Event.

Repurchase. (The [Master Servicer] [Trustee] hereby certifies that the repurchase price has been credited to _____________________________________________.)

Repurchase. (a) Executive's unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such ...

Repurchase. (i) Each Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If either Seller intends to make such a repurchase, such Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the related Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction. (ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to the related Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by the Buyer not previously credited or transferred to, or applied to the obligations of, such Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of the Buyer. Such Seller is obligated to obtain the Mortgage Files from the Buyer or its designee at such Seller's expense on the Repurchase Date.

Repurchase. (a) At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.

Repurchase. Executive acknowledges and agrees that a breach of this Agreement would constitute a "Covenant Breach" as such term is used in the Plan and therefore, in the event of a Covenant Breach, Executive's RSU and the Award Stock issued therefor (as such terms are defined in the Plan) shall be subject to repurchase by The ▇▇▇▇▇ ▇▇▇▇▇ Company in accordance with the terms of the Plan.