Purchase Price Credit Adjustments. If on any day:
Purchase Price Credit Adjustments. 4 Section 1.5 Payments and Computations, Etc............................ 5 Section 1.6
Purchase Price Credit Adjustments. If on any day (i) any Receivable originated by the Seller becomes a Diluted Receivable, or (ii) any of the representations or warranties set forth in this Agreement is not true with respect to any Purchased Receivable or the Buyer’s interest therein, then, in such event, the Buyer shall be entitled to a credit (a “Purchase Price Credit”) against the Purchase Price otherwise payable to the Seller hereunder in respect of thereafter created Purchased Receivables equal to the full amount of such Diluted Receivable (in the case of clause (i) above) or equal to the Outstanding Balance of the applicable Purchased Receivable (in the case of clause (ii) above); provided that no Purchase Price Credit shall be granted or paid by the Seller in the case of clause (ii) above unless requested by the Buyer (which request must be made within six (6) months following the date the Buyer receives notice of such breach from the applicable Seller). If the aggregate Purchase Price Credits in respect of the Seller exceeds the Purchase Price in respect of the Receivables of the Seller payable on any Purchase Date, or if the Termination Date has occurred, then the Seller agrees to pay the remaining amount of such Purchase Price Credit to the Buyer in cash on or prior to the first Settlement Date to occur after the date on which such Purchase Price Credit arises. Simultaneously with the granting or payment of any Purchase Price Credit by the Seller in respect of a Purchased Receivable under clause (ii) above, such Purchased Receivable and the Receivables Property with respect thereto shall immediately and automatically be sold, assigned, transferred and reconveyed (without recourse) by the Buyer to the Seller without any further action by the Buyer or any other Person.
Purchase Price Credit Adjustments. (a) If on any day the Outstanding Balance of a Receivable is:
Purchase Price Credit Adjustments. If on any day, the Originator is deemed to have received a Deemed Collection with respect to any Receivable sold by it to Buyer hereunder, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the Originator hereunder in an amount equal to such Deemed Collection. If such Purchase Price Credit exceeds the original Outstanding Balance of the Receivables originated by the Originator on such day, then the Originator shall pay the remaining amount of such Purchase Price Credit in cash within 10 Business Days thereafter; provided that if the Termination Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note to the extent permitted thereunder.
Purchase Price Credit Adjustments. 5 SECTION 1.5. PAYMENTS AND COMPUTATIONS, ETC..................................................................6 SECTION 1.6.
Purchase Price Credit Adjustments. If as of the last day of any Settlement Period:
Purchase Price Credit Adjustments. If, on any day, Originator is deemed to have received an Originator Deemed Collection with respect to any Receivable sold or contributed by it to the Buyer hereunder, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to Originator hereunder in an amount equal to such Originator Deemed Collections. Subject to Section 1.2(d), if such Purchase Price Credit exceeds the Purchase Price for the Receivables sold or contributed by Originator on any such day, then (a) first, Originator shall apply any remaining amount of such Purchase Price Credit against any subsequent Purchase Price or Purchase Prices otherwise payable to Originator hereunder in the five (5) Business Day period thereafter, (b) second, to the extent that any Purchase Price Credit is remaining after the application described in clause (a), so long as the Termination Date shall not have occurred, Originator shall, at the end of such five (5) Business Day period deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note and (c) third, to the extent that any Purchase Price Credit is remaining after the application described in clauses (a) and (b), then Originator shall, at the end of such five (5) Business Day period, pay the remaining amount of such Purchase Price Credit in cash.
Purchase Price Credit Adjustments. 5 Section 1.5 Payments and Computations, Etc. 5 Section 1.6 Transfer of Records. 6 Section 1.7 Characterization. 6 Article II Representations and Warranties 7 Section 2.1 Representations and Warranties of each Originator. 7 Article III Conditions of Purchase 11 Section 3.1 Conditions Precedent to Purchase. 11 Section 3.2 Conditions Precedent to Subsequent Purchases. 11 Article IV Covenants 12 Section 4.1 Affirmative Covenants of Originators. 12 Section 4.2 Negative Covenants of Originators. 17 Article V Termination Events 19 Section 5.1 Termination Events. 19 Section 5.2 Remedies. 21 Article VI Indemnification 21 Section 6.1 Indemnities by Originators. 21 Section 6.2 Other Costs and Expenses. 24 Article VII Miscellaneous 24 Section 7.1 Waivers and Amendments. 24 Section 7.2 Notices. 24 Section 7.3 Protection of Ownership Interests of Buyer. 24 Section 7.4 Confidentiality. 26 Section 7.5 Bankruptcy Petition. 27 Section 7.6 Limitation of Liability. 27 Section 7.7 CHOICE OF LAW. 27 Section 7.8 CONSENT TO JURISDICTION. 27 Section 7.9 WAIVER OF JURY TRIAL. 28 Section 7.10 Integration; Binding Effect; Survival of Terms. 28 Section 7.11 Counterparts; Severability; Section References. 29 Exhibit Exhibit I Definitions Exhibit II Jurisdiction of Organization; Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names Exhibit III Lock-Boxes; Collection Accounts; Collection Banks Exhibit IV Form of Compliance Certificate Exhibit V Copy of Credit and Collection Policy Exhibit VI Form of Subordinated Note Exhibit VII Form of Purchase Report Schedules Schedule A List of Documents to Be Delivered to Buyer on or Prior to the Purchase Schedule 1.1 Initial Contributed Receivables RECEIVABLES SALE AGREEMENT THIS RECEIVABLES SALE AGREEMENT, dated as of June 27, 2005, is by and among ARCH CHEMICALS, INC., a Virginia corporation, ARCH CHEMICALS SPECIALTY PRODUCTS, INC., a Delaware corporation, ARCH TREATMENT TECHNOLOGIES, INC., a Virginia corporation, ARCH WOOD PROTECTION, INC., a Delaware corporation, ARCH PERSONAL CARE PRODUCTS, L.P., a New Jersey limited partnership (each, an “Originator” and collectively, the “Originators”), and ARCH CHEMICALS RECEIVABLES CORP., a Delaware corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meaning assigned to such term in Exhibit I to the Pu...
Purchase Price Credit Adjustments. (a) If on any day the Outstanding Balance of a Receivable purportedly conveyed hereunder is either (x) reduced as a result of any defective or rejected goods or services, any cash discount or any adjustment by the Originator (whether individually or in its performance of duties as Sub-Servicer), or (y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction and whether such claim relates to the Originator or any Affiliate thereof) or (z) is otherwise reduced as a result of any of the factors set forth in the definition of Dilutions, then, in such event, the Buyer shall be entitled to a credit (a "Purchase Price Credit") against the Purchase Price otherwise payable hereunder equal to the full amount of such reduction or cancellation. If such Purchase Price Credit exceeds the Purchase Price of the Receivables to be sold hereunder on any date, then the Originator shall pay the remaining amount of such Purchase Price Credit in cash on the next succeeding Business Day; provided that, if the Termination Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Revolving Note.
