Repurchase upon Breach Clause Samples
The 'Repurchase upon Breach' clause requires a party to buy back goods, assets, or interests if they are found to be in breach of certain contractual obligations. Typically, this clause is triggered when the seller fails to meet warranties, representations, or other agreed-upon terms, obligating them to repurchase the item from the buyer at a specified price or under defined conditions. Its core function is to protect the buyer from losses or risks associated with defective or non-compliant goods by providing a clear remedy in the event of a breach.
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Repurchase upon Breach. (a) The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1 or Section 6.1, or CNHICA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach pursuant to the sections and documents referenced in the preceding sentence shall have been cured by the last day of the second Collection Period after such breach is discovered by the Servicer or the Trustee or in which the Trustee receives written notice from the Seller or the Servicer of such breach, the Seller shall be obligated, and, if necessary, the Seller or the Trustee shall enforce the obligation of CNHICA under the Purchase Agreement to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHICA’s representations and warranties pursuant to Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHICA. Subject to the provisions of Section 6.3, the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein, and to enforce CNHICA’s obligation to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.
(b) Upon the delivery by the Asset Representations Reviewer of a Review Report, the Servicer shall evaluate the findings contained in the Review Report and determine whether a breach of any of the representations and warranties made by the Seller and/or CNHICA has occurred and whether such breach requires the Seller and/or CNHICA to repurchase such Receivables pursuant to the provisions of this Section 3.2.
(c) With respect to all Receivables purchased or repurchased by, or otherwise transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9....
Repurchase upon Breach. If the Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.03.
Repurchase upon Breach. 5 SECTION 2.4 Custody of Receivable Files.................................................................5 SECTION 2.5 Duties of Servicer as Custodian.............................................................6 SECTION 2.6 Instructions; Authority to Act..............................................................7 SECTION 2.7 Custodian's Indemnification.................................................................7 SECTION 2.8 Effective Period and Termination............................................................7 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY..............................7
Repurchase upon Breach. The Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties made pursuant to Section 3.01 or 6.
01. Unless any such breach shall have been cured by the last day of the second Collection Period following the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of written notice from the Seller or the Servicer of such breach, the Seller shall be obligated to repurchase any Receivable materially and adversely affected by any such breach as of such last day (or, at the Seller's option, the last day of the first Collection Period following the discovery). In consideration of the repurchase of any such Receivable, the Seller shall remit the Purchase Amount, in the manner specified in Section 5.04. Subject to the provisions of Section 6.03, the sole remedy of the Issuer, 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 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions contained herein.
Repurchase upon Breach. 19 Section 3.03 Custody of Receivable Files...............................................20 Section 3.04 Duties of Servicer as Custodian...........................................20 Section 3.05
Repurchase upon Breach. 21 SECTION 3.04. Custody of Receivable Files. 21 SECTION 3.05. Duties of Servicer as Custodian. SECTION 3.06. Instructions; Authority to Act. SECTION 3.07. Custodian's Indemnification.. SECTION 3.08. Effective Period and Termination..
Repurchase upon Breach. Upon discovery by or notice to any party hereto of a breach of any of the representations and warranties set forth in Section 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier date) after the date the Seller became aware or was notified of such breach. Any such
Repurchase upon Breach. 2 SECTION 2.4 Custody of Receivable Files................................ 3
Repurchase upon Breach. 26 SECTION 3.03 Duties of Servicer as Custodian.................................................... 26 SECTION 3.04 Instructions; Authority To Act..................................................... 27 SECTION 3.05 Custodian's Indemnification........................................................ 27 SECTION 3.06 Effective Period and Termination................................................... 27 ADMINISTRATION AND SERVICING OF RECEIVABLES
Repurchase upon Breach. The Depositor, UAC, the Servicer, or the Trustee, as the case may be, shall inform the Insurer and the other parties promptly, in writing, upon the discovery of any breach of the representations and warranties contained in the Purchase Agreement. This obligation shall not constitute an obligation on the part of the Trustee to actively seek to discover any such breaches. Unless the breach shall have been cured by the second Record Date following the discovery, UAC, pursuant to its obligations under the Purchase Agreement, shall repurchase any Receivable materially and adversely affected by the breach as of such Record Date (or, at UAC's option, the first Record Date following the discovery). In consideration of the purchase of the Receivable, UAC shall remit the Purchase Amount, in the manner specified in Section 9.03. The sole remedy of the Trustee, the Trust, or the Certificateholders with respect to a breach of the representations and warranties referred to in Section 7.01 shall be to require UAC to repurchase Receivables pursuant to the Purchase Agreement and this Section 7.02.