Request for Repurchase Clause Samples

Request for Repurchase. Subject to the terms and conditions of this Section 12.12 and the provisions of applicable law, if the Company fails to consummate a Qualified IPO or complete a Deemed Liquidation Event, each duly approved in accordance with this Agreement and the Restated Memorandum and Articles on or before March 31, 2025 (the “QIPO Date”), upon the written request issued within one hundred and eighty (180) days after the QIPO Date by the holders of the majority of outstanding Series A Preferred Shares with respect to the shares of Series A Preferred Shares held by such holders (such holders, the “Requesting Series A Holders”), holders of the majority of the outstanding Series B Preferred Shares with respect to the shares of Series B Preferred Shares held by such holders (such holders, the “Requesting Series B Holders”), or holders of the majority of the outstanding Series C Preferred Shares with respect to the shares of Series C Preferred Shares held by such holders (such holders, the “Requesting Series C Holders”) (each such repurchase request, a “Repurchase Request”), the Company shall, on the date within sixty (60) Business Days upon receipt of any Repurchase Request (the “Repurchase Date”), repurchase out of funds legally available thereof, such number of Preferred Shares that such Requesting Series A Holders, Requesting Series B Holders or Requesting Series C Holders (as applicable) request to be repurchased which have not been converted into Ordinary Shares (the “Repurchased Shares”); provided that, (i) the Company shall, within ten (10) Business Days following the receipt of such Repurchase Request made by the Requesting Series A Holders, provide a notice (the “Series A Repurchase Notice”) to each of the other holders of the outstanding Series A Preferred Shares, and each such other holder of outstanding Series A Preferred Shares shall have a right to elect to have any or all of its Series A Preferred Shares to be repurchased by the Company on the Repurchase Date by delivering to the Company a written notice requesting such repurchase no later than ten (10) Business Days following its receipt of the Series A Repurchase Notice, and the Company shall be obligated to repurchase such shares on the Repurchase Date on the same terms and conditions of the repurchase of the Series A Preferred Shares held by the Requesting Series A Holders; (ii) the Company shall, within ten (10) Business Days following the receipt of such Repurchase Request made by the Requesting Series ...

Request for Repurchase. In the event of an occurrence of a Repurchase Obligation, upon the request of Angel Oak, Seller hereby agrees to repurchase the related Loan (or, if the related Loan has been foreclosed, to repurchase the related property) within ten (10) days after ▇▇▇▇▇ ▇▇▇’s written request therefore for an amount equal to the Repurchase Price (as defined below). For the purpose hereof, the term “foreclosure” shall include judicial foreclosure, non-judicial foreclosure, deed in lieu of foreclosure, or any other mechanism of obtaining title to the property.

Request for Repurchase. In the event of an occurrence of a Repurchase Obligation, upon the request of MaxCap, Seller hereby agrees to repurchase the Mortgage Loan (or, if the Mortgage Loan has been foreclosed, to repurchase the Property) within ten (10) days after the expiration of any cure period, if applicable. Except for any Mortgage Loan in which a First Payment Default, Early Payment Default, or Early Payoff occurs, said Repurchase Obligation is subject to MaxCap providing Seller with written notice providing Seller the opportunity to cure within thirty (30) days after Seller’s receipt of the written notice. If Seller cures the default, Seller shall be relieved from repurchasing the Mortgage Loan for such specific instance giving rise to the event of default described in the written notice from MaxCap. In this section, the term “foreclosure” includes judicial foreclosure, non-judicial foreclosure, deed in lieu of foreclosure, or any other mechanism of obtaining title to the Property. With respect to any of the representations and warranties set forth herein that are made to the best of or based on the Seller’s knowledge or belief, if it is discovered that the substance of such representation and warranty is inaccurate, then, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty and MaxCap shall be entitled to all the remedies to which it would be entitled for a breach of representation or warranty, including without limitation, the repurchase and indemnification requirements contained herein, notwithstanding the Seller’s lack of knowledge with respect to the inaccuracy at the time the representation was made. Seller understands and agrees that by submitting Mortgage Loan(s) using MaxCap’s nondelegated Jumbo or Non-QM product portfolio, MaxCap’s obligation to underwrite specific Mortgage Loans as provided herein is conditioned upon Seller’s strict compliance with this Agreement including but not limited to Section 1.2 above. Seller understands and agrees to pay MaxCap an underwriting diligence fee (the “Underwriting Diligence Fee”) for each Loan submitted for underwriting services. The Underwriting Fee shall be due and owing to MaxCap on the applicable Purchase Date and MaxCap shall net the Underwriting Fee for each Mortgage Loan from the applicable Purchase Advic...