Repurchase Obligation. At any time after the date hereof, the Partnership, the members of the Family Group of a Partner that becomes a Former Partner and the Family Holders that are not members of such Family Group shall collectively have the obligation (the “Repurchase Obligation”) to purchase from any Person who is then a Former Partner all of the Partnership Interests (the “Repurchase Interests”) directly or indirectly owned by such Former Partner immediately prior to the applicable Withdrawal Event, and such Former Partner shall be obligated to sell to the purchasing members of such Family Group, such Family Holders and/or the Partnership, as the case may be, all of such Person’s Repurchase Interests. In order to purchase Repurchase Interests pursuant to the Repurchase Obligation, such Family Group member or Family Holder must be an Authorized Transferee of the Former Partner. The Repurchase Obligation shall be effected as follows:
Repurchase Obligation. Section 6.01.
Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31, 1998; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes); (iii) Rental Achievement does not occur within 12 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet the Minimum Set-Aside Test or the Rent Restriction Test at anytime during the first 60 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; (vi) Final Closing has not occurred by fourteen (14) months after Initial Closing; (vii) an event of default described in Section 5.03(a), (b) (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; then the General Partner shall, within 30 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contribution.
Repurchase Obligation. Upon termination of this Management --------------------- Services Agreement by Business Manager for cause or by Practice without cause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 7.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to:
Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 25 Section 6.02. Reassignment of Other Receivables 25 ARTICLE VII
Repurchase Obligation. The Loan and Note Servicer acknowledges that pursuant to Sections 8 and 9 of the Lender Registration Agreements the Company is required under certain circumstances to repurchase Securities from Lenders, to indemnify the Lenders against losses resulting from the breach by the Company of certain of its representations in the Lender Registration Agreements, or to cure such breaches of representations (any such circumstance, a “Repurchase Event”). The Loan and Note Servicer further acknowledges the Company is relying upon the Loan and Note Servicer, through the services it provides under this Agreement, to prevent the occurrence of Repurchase Events. Accordingly, the Loan and Note Servicer agrees that if any Repurchase Event occurs it will at its election either (i) promptly cure such Repurchase Event, or (ii) if (A) the Company cannot satisfy its obligations to the applicable Lenders by curing such Repurchase Event, (B) such Repurchase Event is not susceptible of cure (as determined by the Loan and Note Servicer in its sole discretion), or (C) the Loan and Note Servicer elects in its sole discretion not to attempt any such cure, provide the Company with all funds it requires to repurchase the applicable Securities from the applicable Lenders at the time, and for the purchase price, specified in the applicable Lender Registration Agreement or to pay any indemnities due to such Lenders (“Repurchase Funds”). The Loan and Note Servicer will deposit in the FBO Account any Repurchase Funds due from it hereunder and promptly apply the same on the Company’s behalf to repurchase the applicable Securities or to pay the required indemnities to the applicable Holders (as applicable). The Company will promptly transfer to the Loan and Note Servicer any Security repurchased by the Company with Repurchase Funds but otherwise has no obligation to repay any Repurchase Funds that the Loan and Note Servicer may provide. Each of the Company and the Loan and Note Servicer shall promptly notify the other party of any Repurchase Event that comes to its attention; provided that (i) the Company shall not be required to provide notice to the Loan and Note Servicer of any Repurchase Event that it reasonably believes is already known to the Loan and Note Servicer, and (ii) any failure by the Company to provide such notice shall not limit or otherwise affect the Loan and Note Servicer’s repurchase obligations under this Section 5.9. The Company acknowledges that (i) the Loan and Note Ser...
Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 24 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 Section 6.03. Conveyance of Reassigned Receivables 25 Section 6.04. Dispute Resolution 25 ARTICLE VII CONDITIONS PRECEDENT Section 7.01. Conditions to Purchase 30 Section 7.02. Conditions to Purchaser’s Obligations Regarding Additional Receivables 30 Section 7.03. Conditions Precedent to Obligations of RPA Seller 30 ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.01. Term 31 Section 8.02. Purchase Termination 31 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Amendment 31 Section 9.02. GOVERNING LAW 31 Section 9.03. Notices 32 Section 9.04. Severability of Provisions 32 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 32 Section 9.06. Acknowledgement and Agreement of RPA Seller 33 Section 9.07. Further Assurances 34 Section 9.08. Nonpetition Covenant 34 Section 9.09. No Waiver; Cumulative Remedies 34 Section 9.10. Counterparts 34 Section 9.11. Binding Third-Party Beneficiaries 34 Section 9.12. Merger and Integration 35 Section 9.13. Schedules and Exhibits 35 EXHIBIT A FORM OF SUPPLEMENTAL CONVEYANCE EXHIBIT B FORM OF SUBORDINATED NOTE EXHIBIT C PROVISIONS TO BE INCLUDED IN OPINION OF COUNSEL WITH RESPECT TO ADDITION OF ACCOUNTS EXHIBIT D PROVISIONS TO BE INCLUDED IN ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR TAPE, HARD COPY, COMPACT DISC OR OTHER TANGIBLE MEDIUM SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of September 23, 2016 between FIRST NATIONAL BANK OF OMAHA, a national banking association (“FNBO”), as seller (“RPA Seller”) and FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as purchaser (“Purchaser”), amends and restates, in its entirety, the Receivables Purchase Agreement, originally dated as of October 24, 2002 between RPA Seller and Purchaser, as amended and restated, in its entirety, by the First Amended and Restated Receivables Purchase Agreement dated as of December 20, 2012, between RPA Seller and Purchaser (the “Existing RPA”). This Agreement constitutes an amendment of the Existing RPA pursuant to Section 9.01 of the Existing RPA. R E C I T A L S:
Repurchase Obligation. 9 Section 7.
Repurchase Obligation. In the event that the Company breaches its obligations under Section 2 or Section 3 of this Agreement, the Investors shall have the right to cause the Company to purchase the Registrable Securities that were the subject of such breach (the “Repurchase Right”), as follows:
Repurchase Obligation. Notwithstanding any other provisions in this Agreement to the contrary, if for any reason a registration statement which includes the Registerable Securities is not declared effective on or before January 31, 2002, persons holding a majority of the Registerable Securities may, upon 30-days' prior written notice, require the Company to withdraw the registration statement. Following such withdrawal of the registration statement, any Holder of Registerable Securities may require the Company to repurchase such Registerable Securities. The repurchase price per share shall be equal to the average daily closing price of the Common Stock from the date of this Agreement until January 31, 2002.
