Sears Repurchase Assets definition

Sears Repurchase Assets has the meaning set forth in Section 13.5(a).
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Sears Repurchase Assets means any and all of the Accounts (i.e., all Accounts relating to both the Sears Co-Branded Cards and the Sears Proprietary Cards) , along with all of the Accounts Receivables originated under such Accounts. The Parties acknowledge and agree that if JPMC elects to sell less than all of the Accounts (any Accounts, other than Excluded Accounts, that are elected not to be sold are “Retained Accounts”), any amount (each, “Initially Specified Amount”) to be paid by JPMC to Sears under Sections 3(d), 4(b), 5(b) or 5(c), as applicable, shall be reduced and the amount payable by JPMC shall be equal to the Initially Specified Amount multiplied by a fraction, the numerator of which shall be (i) the Accounts Receivable originated under the Accounts that constitute the sold Accounts (i.e., Accounts other than Excluded Accounts and Retained Accounts) existing at the time of the closing of the sale under the applicable purchase agreement and the denominator of which shall be (ii) (A) the Accounts Receivable originated under Accounts referenced in clause (i) plus (B) the Accounts Receivable originated under the Retained Accounts and Excluded Accounts, in each case, as of the closing of the sale of such sold Accounts under the applicable purchase agreement. For clarity, to the extent JPMC makes more than one payment to Sears as a result of more than one sale of Sears Repurchase Assets, the aggregate payments made by JPMC will not exceed the applicable Initially Specified Amount. If JPMC enters into a purchase agreement in respect of the purchase and sale of the Sears Repurchase Assets, such purchase agreement may also provide for the purchase and sale of the following (in which case the following will be deemed to be “Sears Repurchase Assets”):
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Examples of Sears Repurchase Assets in a sentence

  • These agreements allow students to earn both high school and college credit in several different departments and courses.

  • Purchaser shall use all reasonable best efforts to assist Sears or its assignee to convert the processing and servicing of the Sears Repurchase Assets to Sears, its assignee or its processor, as the case may be, as soon as practicable after the Repurchase Closing Date.

  • Huge appreciation is also given to the facilitators for sharing the materials in the Workshop of Writing for International Publication in accessible and interactive methods.

  • Such third Independent Appraiser will provide a valuation of the Sears Repurchase Assets as of the appraisal date selected by the parties (as described above) using the same information that was made available to the initial two Independent Appraisers, and based upon the assumptions set forth in Schedule 13.5(c).

  • After the purchase price for the Sears Repurchase Assets is established, Purchaser and Sears shall cooperate to negotiate in good faith as soon as practicable (but in no event later than 60 days following the determination of the purchase price) a definitive purchase agreement (the “Repurchase Agreement”) upon terms, including conditions, representations, warranties and indemnities, that are customary and where applicable, substantially similar to the Purchase Agreement.

  • Such third Independent Appraiser will provide a valuation of the Sears Repurchase Assets as of the appraisal date selected by the parties (as described above) using the same information that was made available to the initial two Independent Appraisers, and based upon the assumptions set forth in Section 13.5 of the Disclosure Letter.

  • Each Party shall reasonably cooperate with the other Party to facilitate the orderly wind-down of the Program and any sale of the Sears Repurchase Assets, including the cessation of accepting Cardholder payments in-stores prior to the Termination Date.

  • If Purchaser and Sears are unable to agree on changes to this Agreement before the end of the Negotiation Period, the Agreement shall terminate at the end of the Negotiation Period and Sears shall have the right, by election within 120 days after termination, to acquire the Sears Repurchase Assets in accordance with Article XIII.

  • For clarity and notwithstanding anything else to the contrary in this Agreement, in no event shall the closing of any sale of the Sears Repurchase Assets occur pursuant to this Agreement other than in the event that either (i) (A) the Additional Term option is exercisable and exercised by Sears in accordance with Section 13.1(b), and (B) the Additional Term is fully completed; or (ii) Sears has validly terminated this Agreement pursuant to Section 13.2(b) following any applicable notice and cure periods.

  • Your right of access includes the right to obtain a copy of your personal data provided in this application.

Related to Sears Repurchase Assets

  • Repurchase Assets has the meaning assigned thereto in Section 8 hereof.

  • Repurchased Loan has the meaning set forth in Section 2.3(a).

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Repurchase Amount shall have the meaning set forth in Section 4.2 hereof.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Early Repurchase Date shall have the meaning specified in Section 3(d) of this Agreement.

  • Master Repurchase Agreement means the Master Repurchase Agreement of even date herewith between the Trust and Bear, Xxxxxxx & Co. Inc. as it may from time to time be amended.

  • Repurchase Value means the Fair Market Value in the event the award to be repurchased under Section 10.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) in the event the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Series Assets means, at any particular time, all assets, properties (whether tangible or intangible, and whether real, personal or mixed) and rights of any type contributed to or acquired by a particular Series and owned or held by or for the account of such Series, whether owned or held by or for the account of such Series as of the date of the designation or establishment thereof or thereafter contributed to or acquired by such Series.

  • Purchased Loan A motor vehicle retail installment loan relating to the sale of an automobile or light-duty truck originated by a Dealer, purchased by CAC or a subsidiary from such Dealer and evidenced by a motor vehicle retail installment sales contract.

  • Purchased Student Loan means a Trust Student Loan which is, as of the close of business on the last day of a Collection Period, purchased by the Servicer pursuant to Section 3.5 of the Servicing Agreement or repurchased by the Depositor pursuant to Section 6 of the Sale Agreement, repurchased by SLC pursuant to Section 6 of the Purchase Agreement or sold to another eligible lender holding one or more Serial Loans with respect to such Trust Student Loan pursuant to Section 3.12E or Section 3.12F of the Servicing Agreement.

  • Purchased Items shall have the meaning assigned thereto in Section 8 hereof.

  • Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).

  • Shared-Loss Asset Repurchase Price means, with respect to any Shared-Loss Asset, the principal amount thereof plus any other fees or penalties due from an Obligor (including, subject to the limitations discussed below, the amount of any Accrued Interest) stated on the Accounting Records of the Assuming Institution, as of the date as of which the Shared-Loss Asset Repurchase Price is being determined (regardless, in the case of a Shared-Loss Loan, of the Legal Balance thereof) plus all Reimbursable Expenses and Recovery Expenses incurred up to and through the date of consummation of purchase of such Shared-Loss Asset; provided, that (i) in the case of a Shared-Loss Loan there shall be excluded from such amount the amount of any Accrued Interest accrued on or with respect to such Shared-Loss Loan prior to the ninety (90)-day period ending on the day prior to the purchase date determined pursuant to Sections 2.1(e)(i) or 2.1(e)(iii) of this Commercial Shared-Loss Agreement, except to the extent such Accrued Interest was included in the Book Value of such Shared-Loss Loan, and (ii) any collections on a Shared-Loss Loan received by the Assuming Institution after the purchase date applicable to such Shared-Loss Loan shall be applied (without duplication) to reduce the Shared-Loss Asset Repurchase Price of such Shared-Loss Loan on a dollar-for-dollar basis. For purposes of determining the amount of unpaid interest which accrued during a given period with respect to a variable-rate Shared-Loss Loan, all collections of interest shall be deemed to be applied to unpaid interest in the chronological order in which such interest accrued.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Reverse Repurchase Agreement means an agreement pursuant to which the Fund sells Securities and agrees to repurchase such Securities at a described or specified date and price.

  • Receivables Purchase Price The amount described in Section 2.02 of the Pooling Agreement.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Acquisition Price means the fair market value of the securities, cash or other property, or any combination thereof, receivable upon consummation of a Company Transaction in respect of a share of Common Stock.