Repurchase of Unpaid Receivables Sample Clauses

Repurchase of Unpaid Receivables. The Shareholders jointly and severally guarantee that the Closing Accounts Receivable, net of any reserve established on the Latest Balance Sheet in accordance with GAAP on a basis consistent with the accounting practice of PentaStar, shall be fully paid to the Acquiror in accordance with their terms at their recorded amounts not later than 180 days from the Closing Date. Upon demand by PentaStar at any time after 180 days from the Closing Date, the Shareholders shall jointly and severally pay to the Acquiror the full amount of any unpaid Closing Accounts Receivable which is the subject of such demand. Upon such payment to the Acquiror, the Closing Accounts Receivable which are so paid for by the Shareholders shall, without further action of any party, become the property of the Shareholders, who may pursue collection thereof; provided, however, that the Shareholders shall notify the account obligor that such collection efforts are not being undertaken on behalf of PentaStar. From the Closing until 180 days after the Closing Date, PentaStar (through the Acquiror) shall apply its standard accounts receivable collection procedures to the Closing Accounts Receivable; provided, however, neither the Acquiror nor PentaStar shall not be required to institute suit, utilize third-party collection agencies or other agents or take other extraordinary collection actions with respect to the Closing Accounts Receivable; and, provided further, that any failure of any collection activities of the Acquiror, PentaStar or any such collection agency or other agent shall not relieve the Shareholders from their guarantee of the Closing Accounts Receivable as described in this Section 5.8.
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Repurchase of Unpaid Receivables. The Seller and the Shareholders jointly and severally guarantee that 90% of the aggregate amount of the Closing Accounts Receivable will be fully paid to the Buyer in accordance with their terms at their recorded amounts not later than 120 days from the Closing Date. Upon demand by the Buyer at any time after 120 days from the Closing Date, the Seller and the Shareholders shall jointly and severally pay to the Buyer the full amount of any unpaid Closing Accounts Receivables which are the subject of such demand. Upon such payment to the Buyer, the Closing Accounts Receivable
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Repurchase of Unpaid Receivables. The Shareholders jointly and severally guarantee that all Closing Accounts Receivable which are less than 90 days old on the Closing Date will be fully paid to the Buyer in accordance with their terms at their recorded amounts not later than 120 days from the Closing Date. Upon demand by the Buyer at any time after 120 days from the Closing Date, the Shareholders shall jointly and severally pay to the Buyer the full amount of any unpaid Closing Accounts Receivables which are the subject of such demand. Upon such payment to the Buyer, the Closing Accounts Receivable which are so paid for by the Shareholders shall, without further action of any party, become the property of the Shareholders, without recourse to the Company.
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Repurchase of Unpaid Receivables. The Shareholders and Eide xxxntly and severally guarantee that 91.5% of the Closing Accounts Receivable will be fully paid to the Buyer in accordance with their terms at their recorded amounts not later than 120 days from the Closing Date. Upon demand by the Buyer at any time after 120 days from the Closing Date, the Shareholders and Eide xxxll jointly and severally pay to the Buyer the full amount of any unpaid Closing Accounts Receivables which are the subject of such demand. Upon such payment to the Buyer, the Closing Accounts Receivable which are so paid for by the Shareholders or Eide xxxll, without further action of any party, become the property of the Shareholders and Eide.
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Repurchase of Unpaid Receivables. The Company guarantees (a) that the Closing Accounts Receivable (other than those which are the subject of clause (b) of this sentence) shall be fully paid to the Acquiror in accordance with their terms at their recorded amounts not later than 180 days from the Closing Date, and (b) that the residual payments due from Ameritech with respect to contracts existing on the Closing Date shall be made no later than 120 days after the date that they are due as set forth in the schedule of residual payments attached as Exhibit 5.7 (or, in the case of Ameritech contracts which are not on Exhibit 5.7 due to the fact that they were entered into between the time Exhibit 5.7 was prepared and the Closing Date, not later than 120 days after the date each such payment thereunder is due in accordance with its normal, stated terms). Upon demand by PentaStar or the Acquiror (a) at any time after the date which is 180 days after the Closing Date, the Company shall pay to the Acquiror the full amount of any unpaid Closing Account Receivable (other than those which are the subject of clause (b) of this sentence) which is the subject of such demand, and (b) at any time after the date which is 120 days after the date that a residual payment is due from Ameritech with respect to contracts existing on the Closing Date as set forth on Exhibit 5.7 (or, in the case of Ameritech contracts which are not due to the fact that they were entered into between the time Exhibit 5.7 was prepared and the Closing Date, at any time which is 120 days after the date such payment thereunder was due in accordance with its normal, stated terms) Company shall pay to the Acquiror the full amount of any unpaid residual which is due and payable as set forth on Exhibit 5.7 (or, for residual payments due from Ameritech under contracts which are not set forth on Exhibit 5.7, the full amount of any unpaid residual as set forth in such contract). Notwithstanding anything to the contrary set forth in the first two sentences of this Section 5.7, after the period ending 36 months after the Closing Date the Company's guarantee of residual payments due from Ameritech shall not apply to residual payments which, by their normal, stated terms are due after such 36-month period (for example, assume a contract that is in place as of the Closing Date and has payments due for 48 months after the Closing Date, then after 36 months has elapsed from the Closing Date the last 12 months of payments due would not be guaranteed; ...
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Repurchase of Unpaid Receivables. The Company and the Shareholder jointly and severally guarantee that Closing Accounts Receivable in at least the aggregate net amount set forth on Exhibit 1.1(e) (the "Aggregate Net Amount") will be paid to the Acquiror not later than 180 days from the Closing Date. Upon demand (the "Payment Demand") by PentaStar at any time after 180 days from the Closing Date, the Company and the Shareholder shall jointly and severally pay to the Acquiror the amount of any shortfall (a "Shortfall Payment") between the Aggregate Net Amount and the aggregate payments received by the Acquiror from account obligors in respect of the Closing Accounts Receivable. Payments received by the Acquiror from such account obligors will be applied to the Closing Accounts Receivable specified by the account obligors in connection with such payment. If the Acquiror receives a Shortfall Payment from the Company or the Shareholder and the Acquiror thereafter receives payment from an account obligor in respect of a Closing Account Receivable (a "Post-Indemnification Payment") in respect of which such Shortfall Payment was made, the Acquiror will promptly deliver the amount of such Post-Indemnification Payment to the Company; provided, however, that the aggregate amount of all Post-Indemnification Payments made by the Acquiror to the Company will not exceed the amount of the Shortfall Payment. Upon delivery of the Shortfall Payment to the Acquiror, the Closing Accounts Receivable identified by PentaStar in the Payment Demand (and PentaStar shall so identify the oldest Closing Accounts Receivable first) shall, without further action of any party, become the property of the Company and the Shareholder, who may pursue collection thereof; provided, however, that the Shareholder and the Company shall notify the account obligor that such collection efforts are not being undertaken on behalf of the Acquiror. From the Closing until 180 days after the Closing Date, PentaStar (through the Acquiror) will apply the Company's standard accounts receivable collection procedures to the Closing Accounts Receivable; provided, however, neither the Acquiror nor PentaStar will not be required to institute suit, utilize third-party collection agencies or other agents or take other extraordinary collection actions with respect to the Closing Accounts Receivable; and, provided further, that any failure of any collection activities of the Acquiror, PentaStar or any such collection agency or other agent will not reli...
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Repurchase of Unpaid Receivables. The Shareholder guarantees that the Closing Accounts Receivables, net of any reserve established in accordance with GAAP on the Latest Balance Sheet, will be fully paid to PentaStar in accordance with their terms at their recorded amounts not later than 180 days from the Closing Date. Upon demand by PentaStar at any time after 180 days from the Closing Date, the Shareholder will pay to PentaStar the full amount of any unpaid Closing Accounts Receivable which is the subject of such demand. Upon such payment to PentaStar, the Closing Accounts Receivable which are so paid for by the Shareholder shall, without further action of any party, become the property of the Shareholder. From the Closing until 180 days after the Closing Date, PentaStar will apply its standard accounts receivable collection procedures to the Closing Accounts Receivables; provided, however, that PentaStar will not be required to institute suit, utilize third-party collection agencies or other agents or take other extraordinary collection actions with respect to the Closing Accounts Receivables; and, provided further, that any failure of any collection activities of PentaStar or any such collection agency or other agent will not relieve the Shareholder from his guarantee of the Closing Accounts Receivables as described in this Section 5.8.
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Repurchase of Unpaid Receivables. 14 5.10. Use of Certain Assets and Services . . . . . . . . . . . . . . 15 5.11. Location 7 . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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Repurchase of Unpaid Receivables. The Shareholders jointly and severally guarantee that the Closing Accounts Receivable, net of any reserve established on the Latest Balance Sheet in accordance with
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Related to Repurchase of Unpaid Receivables

  • 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.

  • Collection of Receivable Payments; Modifications of Receivables (a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c). The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

  • Optional Purchase of All Receivables (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

  • Purchase of Receivables (a) Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Originator, all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.2. In connection with consummation of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.

  • 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.

  • Collection of Receivable Payments (a) The Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period immediately prior to the Class E Final Scheduled Payment Date or (ii) reduces the Contract Rate with respect to any Receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act) or court order or (iii) reduces the Principal Balance with respect to any Receivable other than (A) as required by applicable law, (B) in connection with a settlement in the event the Receivable becomes a Defaulted Receivable or (C) in connection with a Cram Down Loss relating to such Receivable, it will promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

  • 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.

  • Servicing of Receivables The Master Servicer shall service the Receivables as required by the terms of this Agreement and in material compliance with its standard and customary procedures for servicing all its other comparable motor vehicle receivables and in compliance with applicable law; and

  • Sale or Discount of Receivables Except for receivables obtained by the Borrower or any Subsidiary out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

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