Incremental Purchases. Subject to the terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent.
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Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the “Purchase Date”) of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase Amount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless such Purchaser Group does not include a Conduit Purchaser or a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the Seller’s request for an Incremental Purchase), in which case the Seller may request such Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Seller’s Account its Ratable Share amount of such Incremental Purchase by no later than 12:00 noon (Chicago time) on the Purchase Date. If the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser under the circumstances permitted herein three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, each Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase into the Seller’s Account by no later than 12:00 noon (iChicago time) on the Seller may at any time and from time to time at its option sell Purchase Date (which in no event will be earlier than three Business Days after such request is made to the Facility Agents (as agents for the applicable Purchaser(sRelated Bank Purchasers)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent.
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Incremental Purchases. Subject to the terms and conditions hereof, including Section 3.033.03 and, as applicable, Section 3.04, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) Notice by 1:00 p.m. (New York City time) at least two one Business Days Day prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 and, as applicable, Section 3.04, hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at on or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 1,000,000 or any higher multiple of $1,000,000100,000 per each Purchase Group. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent2.03.
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Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller may request such Ratable Share of the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If such Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, each Related Bank Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent's Account by no later than 11:00 a.m. (iChicago time) on the Seller may at any time and from time to time at its option sell Purchase Date (which in no event will be earlier than three Business Days after such request is made to the Facility Agents (as agents for the applicable Purchaser(sRelated Bank Purchasers)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice Purchaser Agent shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account prior to 1:00 p.m. on such day the allocation among the proceeds of any Incremental Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit extent of funds actually received by such Purchaser Agent in such Purchase Group chooses not Purchaser Agent's Account prior to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in 11:00 a.m. on such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agentday.
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Samples: Receivables Sale Agreement (Swift Transportation Co Inc)
Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying whether the Purchase is requested from Windmill or from the Committed Purchasers and which may, if Windmill is the requested Purchaser, request that the Committed Purchasers make such Purchase in lieu of Windmill should Windmill decline to do so, the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Purchase is requested from Windmill and Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If (i) the Incremental Purchase is requested from the Committed Purchasers or (ii) the Incremental Purchase is requested from Windmill and Windmill declines to make such Incremental Purchase, then, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at each Committed Purchaser shall transfer its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf Ratable Share of the applicable Purchaser(srequested Purchase Amount into the Agent's Account by no later than 12:00 noon (Chicago time) shall make an Incremental Purchaseon the Purchase Date. The Seller Agent shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among proceeds of any Incremental Purchase delivered into the Purchase Groups (Agent's Account. The Agent shall notify the Seller as to which shall be based on their respective Purchase Group Percentages) and (b) Purchaser has made the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent.
Appears in 1 contract
Samples: Receivables Sale Agreement (Crompton & Knowles Corp)
Incremental Purchases. Subject Not later than the close of business on the second Business Day prior to the terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “proposed Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a written notice in substantially the a form set forth as Exhibit II hereto of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental PurchasePurchase (each, a "PURCHASE NOTICE"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the requested Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall not be based on their respective Purchase Group Percentagesless than $1,000,000 or a larger integral multiple of $100,000) and the Purchase Date; PROVIDED, HOWEVER, that not more than four (b4) Incremental Purchases may be made in any calendar month. Following receipt of a Purchase Notice, the date of such requested Agent will determine whether Blue Ridge agrees to fund the Incremental Purchase. Subject If Blue Ridge declines to the terms and conditions hereof, for any Purchase Group that includes fund a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an proposed Incremental Purchase, Seller may cancel the applicable Committed Purchaser Purchase Notice or, in the absence of such Conduit Purchaser’s Purchase Group shall purchase (through a cancellation, the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if of the conditions set forth in Section 3.03 hereof are not satisfiedReceivable Interest will be funded by the Liquidity Banks. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after On the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage date of each Incremental Purchase. Reimbursement Purchases will be made on , upon satisfaction of the same terms as are applicable conditions precedent set forth in this Section 2.02Article VI, except that Blue Ridge or the Liquidity Banks, as applicable, shall deposit to the Facility Account in immediately available funds, as soon as practicable but in no event later than 2:00 p.m. (New York time), an amount equal to (i) one Business Day’s notice will be permissiblein the case of Blue Ridge, the aggregate Purchase Price of the Receivable Interests Blue Ridge is then purchasing or (ii) in the minimum amount case of a Reimbursement Liquidity Bank, such Liquidity Bank's Pro Rata Share of the aggregate Purchase shall be $1,000,000 and (iii) Price of the Purchase Notice shall be delivered by Receivable Interests the Administrative AgentLiquidity Banks are purchasing.
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Incremental Purchases. Subject to the terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide each Administrator with at least three Business Days' prior notice in a form set forth as Exhibit D hereto of each Incremental Purchase (a "Purchase Notice"). Except as set forth below, each Purchase Notice shall be irrevocable and shall specify the Administrative Agent requested increase in the aggregate Investment outstanding hereunder (which shall not be less than $10,000,000) and date of purchase (which, in the case of any Incremental Purchase (after the initial purchase hereunder), may be on any Business Day) and, in the case of an Incremental Purchase which is to be funded by the Committed Purchasers (which Incremental Purchase shall be so funded in the event of a Conduit Refusal (as defined hereinbelow), provided the Seller does not cancel the Purchase Notice) the requested Alternative Rate. Following receipt of a Purchase Notice, each Administrator will determine whether the Conduit Purchaser in its Related Group agrees to make the portion of the Incremental Purchase to be made by its Related Group. Each Administrator shall, on or prior to the proposed date of purchase, notify the Seller if its Conduit Purchaser declines to make the portion of the Incremental Purchase to be made by its Related Group (a "Conduit Refusal"), and, in such event, the Seller may cancel the Purchase Notice or, in the absence of such a cancellation, such portion of the Purchase shall be made by the Committed Purchasers in such Related Group. Unless it is notified of a Conduit Refusal on or prior to the date of Purchase, the Seller shall be entitled to assume that the portion of the Purchase contemplated in such Purchase Notice shall be made by the Conduit Purchasers in such Administrator's Related Group. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, the Conduit Purchasers (or if a Conduit Refusal has occurred and the Facility Agents with a notice Purchase Notice has not been canceled, the Committed Purchasers) participating in substantially such Incremental Purchase shall deposit to the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 Seller's account at SunTrust Bank, Atlanta, Account Number 8800428503, ABA Number 061000000, xx immediately available funds, no later than 4:30 p.m. (New York City time), an amount equal to (i) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) in the Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date case of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser the portion of the increase in the aggregate Investment which is to be funded by its Related Group (which portion shall be determined based on the ratio which the Related Group Limit for such Purchase Related Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject bears to the terms and conditions hereof, Incremental Purchases shall be allocated among aggregate of the Facility Agents pro rata in accordance with the respective Purchase Related Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at Limits for all Related Groups hereunder) or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) in the minimum amount case of a Reimbursement Purchase shall Committed Purchaser, such Committed Purchaser's Pro Rata Share of the portion of the increase in the aggregate Investment which is to be $1,000,000 and (iii) the Purchase Notice shall be delivered funded by the Administrative Agentits Related Group.
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Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser (including any Incremental Purchase the proceeds of which will be used to make a Repurchase from any Purchaser pursuant to Section 1.9), the Seller must provide to such Purchaser or, if applicable, the related Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the “Purchase Date”) of such Purchase, specifying (i) the requested Purchase Date (which must be a Business Day), (ii) the requested amount (the “Purchase Amount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount) and such Purchaser’s Percentage Factor which shall exist immediately following the consummation of such sale. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a portion of an Incremental Purchase is requested from an Uncommitted Purchaser and such Uncommitted Purchaser determines, in its sole discretion, to make the requested portion of such Incremental Purchase, such Uncommitted Purchaser shall transfer to the Agent’s Account its requested Purchase Amount by no later than 12:00 noon (Chicago time) on the Purchase Date. If a portion of an Incremental Purchase is requested from a Committed Purchaser or the Related Bank Purchasers for a Purchaser Group, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, such Committed Purchaser or such Related Bank Purchasers for a Purchaser Group shall transfer its requested Purchase Amount into the Agent’s Account by no later than 12:00 noon (iChicago time) on the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental PurchasePurchase Date. The Seller Agent shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid promptly transfer to the Seller and Account the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date proceeds of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if delivered into the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative AgentAccount.
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Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) one Business Day before the requested date (the “Purchase Date”) of such Purchase (each, an “Incremental Purchase Request”), specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase Amount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller may request such Ratable Share of the Incremental Purchase from the Related Liquidity Providers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent’s Account the amount of such Incremental Purchase on the requested Purchase Date. If such Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Liquidity Providers one Business Day before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, each Related Liquidity Provider shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent’s Account by no later than 12:00 noon (iChicago time) on the Seller may at any time and from time to time at its option sell Purchase Date (which in no event will be earlier than one Business Day after such request is made to the Facility Agents (as agents for the applicable Purchaser(sRelated Liquidity Providers)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice Purchaser Agent shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among the proceeds of any Incremental Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit extent of funds actually received by such Purchaser in Agent prior to 12:00 noon on such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agentday.
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Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, (i) each Related Bank Purchaser shall transfer its Ratable Share of the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for requested Purchase Amount into the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto Purchaser Agent's Account by no later than 12:00 noon (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City Chicago time) at least two Business Days prior to each Incremental Purchaseon the Purchase Date. Each Purchase Notice Purchaser Agent shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among the proceeds of any Incremental Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit extent of funds actually received by such Purchaser Agent in such Purchase Group chooses not to purchase (through its related Facility Purchaser Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent's Account.
Appears in 1 contract
Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the “Purchase Date”) of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase Amount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless, upon such request, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent’s Account the amount of such Incremental Purchase on the requested Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase the Seller shall automatically be deemed to have requested the Incremental Purchase from the Related Bank Purchasers of such Conduit Purchaser, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, (i) each Related Bank Purchaser shall transfer its Ratable Share of the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for requested Purchase Amount into the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto Purchaser Agent’s Account by no later than 12:00 noon (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City Chicago time) at least two Business Days prior to each Incremental Purchaseon the Purchase Date. Each Purchase Notice Purchaser Agent shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among the proceeds of any Incremental Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit extent of funds actually received by such Purchaser Agent in such Purchase Group chooses not to purchase (through its related Facility Purchaser Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative AgentAccount.
Appears in 1 contract
Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the “Purchase Date”) of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase Amount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the Seller’s request for an Incremental Purchase), in which case the Seller may request such Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Seller’s Account its Ratable Share amount of such Incremental Purchase by no later than 12:00 noon (Chicago time) on the Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, each Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase into the Seller’s Account by no later than 12:00 noon (iChicago time) on the Seller may at any time and from time to time at its option sell Purchase Date (which in no event will be earlier than three Business Days after such request is made to the Facility Agents (as agents for the applicable Purchaser(sRelated Bank Purchasers)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent.
Appears in 1 contract
Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago time) three Business Days before the requested date (the "PURCHASE DATE") of such Purchase, in the case of each Purchase by an Uncommitted Conduit Purchaser and in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the LIBOR Rate and (ii) 10:00 a.m. (Chicago time) one Business Day before the requested Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as a Conduit Purchaser shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "PURCHASE Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request, in the case of an Uncommitted Conduit Purchaser, such Uncommitted Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller may request (which such request may only be made on and after January 3, 2000) such Ratable Share of the Incremental Purchase be made by the Related Bank Purchasers of such Uncommitted Conduit Purchaser on the originally requested Purchase Date. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Ratable Share of an Incremental Purchase is requested from an Uncommitted Conduit Purchaser and such Uncommitted Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Uncommitted Conduit Purchaser shall transfer to the Agent's Account its Ratable Share of such Incremental Purchase by no later than 12:00 noon (Chicago time) on the Purchase Date. If a Ratable Share of an Incremental Purchase is requested from a Committed Conduit Purchaser or the Related Bank Purchasers for a Purchaser Group (which such request of the Related Bank Purchasers may only be made on and after January 3, 2000), subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, (i) each Committed Conduit Purchaser or the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents Related Bank Purchasers for a Purchaser Group shall transfer the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf Purchaser Group's Ratable Share of the applicable Purchaser(srequested Purchase Amount (and, in the case of each Related Bank Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) shall make an Incremental Purchaseinto the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Seller Agent shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among proceeds of any Incremental Purchase delivered into the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested PurchaseAgent's Account. Subject Notwithstanding anything in this Agreement to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchasecontrary, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent Purchasers shall have any obligation no Commitment to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agentprior to January 3, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent2000.
Appears in 1 contract
Samples: Receivables Sale Agreement (Quebecor World Usa Inc)
Incremental Purchases. Subject to the terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent (and the Facility Agents Administrative Agent shall promptly forward such written notice to each Managing Agent and notify each Managing Agent of its Purchase Group’s Purchase Group Share of such Incremental Purchase) with at least one (1) Business Day’s (or, in the case of a request for an Incremental Purchase to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written notice in substantially the a form set forth as Exhibit II‑A hereto of Exhibit E hereto each Incremental Purchase (a “Purchase Notice”) by 1:00 p.m. ); provided, that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide notice of such Incremental Purchase on the day of such Incremental Purchase if such notice is provided before 10:00 a.m. (New York City time) at least two Business Days prior to each Incremental Purchase). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the aggregate requested Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall not be based on their respective Purchase Group Percentagesless than $5,000,000) and date of purchase, (b) in the date case of such an Incremental Purchase to be funded by the Committed Purchasers, the requested Interest Rate and (c) in the case of an Incremental Purchase to be funded by Tranche Funded Commercial Paper or by the Committed Purchasers, the Tranche Period. Following receipt of a Purchase Notice, each Managing Agent from the Commercial Paper Purchase Groups will determine whether the Conduit Purchasers in its Purchase Group (if any) agree to participate in the requested Incremental Purchase. Subject to In the terms and conditions hereof, for any event that a Purchase Group that includes a has more than one Conduit Purchaser, if any Conduit Purchaser in such the related Managing Agent may allocate the related Purchase Group chooses not Share of the Purchase Price for Incremental Purchases among such Conduit Purchasers in its sole discretion. If the Conduit Purchasers in any Commercial Paper Purchase Group decline to purchase (through its related Facility Agent) participate in an Incremental Purchase, the Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the Purchase Notice in its entirety or, in the absence of such a cancellation, the applicable Purchase Group Share of the requested Incremental Purchase shall be made by the related Committed Purchaser Purchaser(s) in its related Purchase Group ratably in accordance with their Pro Rata Shares. On the date of each Incremental Purchase (other than to the extent that the proceeds of such Conduit PurchaserIncremental Purchase are being used to satisfy outstanding Reimbursement Obligations which shall be funded in accordance with Section 1.5(f)), upon satisfaction of the applicable conditions precedent set forth in Article VI, the applicable Purchasers in each Purchase Group shall initiate a wire transfer of immediately available funds to the account specified by Seller, no later than 12:00 noon (New York time), in an aggregate amount equal to such Purchase Group’s Purchase Group shall purchase (through Share of the related Facility Agent) Purchase Price for such Incremental Purchase. Subject In no event shall the Purchasers be obligated to the terms and conditions hereof, make more than fifteen (15) Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have requested by Seller during any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agentcalendar month.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Marathon Petroleum Corp)
Incremental Purchases. Subject to the terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with an irrevocable written request in a notice in substantially the form set forth as Exhibit II hereto of Exhibit E hereto each Incremental Purchase (each, a “"Purchase Notice”") by 1:00 p.m. (New York City i) 10:00 a.m. (Chicago time) at least two Business Days prior before the requested date (the "Purchase Date") of such Purchase, in the case of a Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Yield at the LIBO Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Incremental PurchasePurchase by the Committed Purchasers that is to accrue Yield at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, shall agree. Each Purchase Notice such notice shall specify the requested Purchase Date (awhich must be a Business Day) and the requested Purchase Price, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). If the Conduit determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit shall transfer to the Agent's Account the Purchase Price (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not to make all or any portion of a requested Purchase, each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Price not funded by the Conduit into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, in the case of a Purchase that is to accrue Yield at the LIBO Rate, in no event will be paid earlier than three Business Days after such request is made to the Seller and the allocation among the Purchase Groups (which Committed Purchasers). The Agent shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject transfer to the terms and conditions hereof, for Facility Account the proceeds of any Incremental Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility delivered into the Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages's Account. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount made if after giving effect to the payment of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by Price, the Administrative AgentAggregate Invested Amount would exceed the Purchase Limit or the aggregate Receivables Interest would exceed 100%.
Appears in 1 contract
Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in substantially the form of Exhibit E hereto A, by (a “Purchase Notice”i) by 1:00 p.m. 10:00 a.m. (New York City time) at least two three Business Days prior before the requested date (the "Purchase Date") of such Purchase, in the case of each Purchase by a Conduit Purchaser and in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (ii) 10:00 a.m. (New York City time) one Business Day before the requested Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller may request such Ratable Share of the Incremental Purchase be made by the Related Committed Purchasers of such Conduit Purchaser on the originally requested Purchase Date. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase Notice is requested of the contents of such request. If a Ratable Share of an Incremental Purchase is requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall specify transfer to the Agent's Account its Ratable Share of such Incremental Purchase by no later than 12:00 noon (aNew York City time) on the Purchase Price Date. If a Ratable Share of an Incremental Purchase is requested from the Committed Purchasers for a Purchaser Group, subject to be paid to the Seller Section 7.2 and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the other terms and conditions hereof, each Committed Purchaser for any a Purchaser Group shall transfer the applicable Purchaser Group's Ratable Share of the requested Purchase Group that includes a Conduit Amount (and, in the case of each Committed Purchaser, if any Conduit its Commitment Percentage of its Purchaser in Group's Ratable Share of such Purchase) into the Agent's Account by no later than 12:00 noon (New York City time) on the Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group Date. The Agent shall purchase (through the related Facility Agent) such Incremental Purchase. Subject transfer to the terms and conditions hereof, Incremental Purchases shall be allocated among Seller Account the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have proceeds of any obligation to make an Incremental Purchase on any day if delivered into the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent's Account.
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Incremental Purchases. (a) Subject to the terms and conditions hereof, including Section 3.03, (i) the Seller NSFC may at any time and from time to time on and after the Closing Date to but excluding the Termination Date at its option sell to the Facility Agents Buyers, and the Buyers agree to purchase (as agents an "Incremental Purchase") from NSFC for the applicable Purchaser(s)purchase price (the "Purchase Price") set forth in the Purchase Notice for such Incremental Purchase, undivided percentage ownership interests in each and every ReceivableReceivable (including any additional Receivables thereafter purchased by NSFC through the close of business on the Final Purchase Date under the Purchase and Sale Agreement), together with the Related Security Security, Collections and Collections other proceeds with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of thereto; provided that the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent Buyers shall have any no obligation to make an Incremental Purchase on any day if for a Purchase Price in excess of the conditions set forth in Section 3.03 hereof are not satisfiedAvailable Commitment; provided further that no Incremental Purchases may be made during a Ratings Suspension Period. No Facility Agent, on behalf of its related Purchaser(s), shall make any such The Purchase at or after the Termination Date. Each Price for an Incremental Purchase shall be paid in the form of Dollars or through the issuance of new Letters of Credit (but not including the renewal or extension of outstanding Letters of Credit) by the Issuing Bank and participation therein by the Buyers or, on the Closing Date, through the deemed issuance of Letters of Credit outstanding under the Existing Credit Facilities contemplated by Section 2.02A. Each Incremental Purchase (i) in which the related Purchase Price is payable in Dollars shall be in an aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, (ii) in which the related Purchase Price is payable through the issuance of Letters of Credit shall be in an amount of at least $100,000 and (iii) in which the related Purchase Price is payable in a combination of Dollars and through the issuance of Letters of Credit shall be allocated to Dollars in an amount of $5,000,000 or any higher integral multiple of $1,000,000. Each Facility Agent 1,000,000 in excess thereof and shall purchase its related be allocated to Letters of Credit in an amount of at least $100,000; provided that if at the time of any Incremental Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that then Available Commitment is less than the minimum amount required pursuant to clause (i) one Business Day’s notice will be permissible), (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and or (iii), as applicable, NSFC may request an Incremental Purchase for a Purchase Price equal to the Available Commitment. Each Buyer's obligation to make purchases (including through its participation in Letters of Credit) hereunder is ratable in the Purchase Notice proportion its Commitment bears to the total Commitments and is several and not joint, and the failure of any Buyer to perform any of its obligations hereunder shall be delivered not require the performance of such obligations by the Administrative Agenteither Agent or any other Buyer.
Appears in 1 contract
Samples: Receivables Purchase Agreement (National Steel Corp)
Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago time) three Business Days before the requested date (the “Purchase Date”) of such Purchase, in the case of each Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, may agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase Amount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from the Conduit unless the Conduit, in its sole discretion, determines not to make such Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify each Purchaser from which the Purchase is requested of the contents of any such request. If the Conduit determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit shall transfer to the Agent’s Account the Purchase Amount (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Amount not funded by the Conduit into the Agent’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, (i) in the Seller may case of a Purchase that is to accrue Discount at any time and from time to time at its option sell the Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Facility Agents (as agents for the applicable Purchaser(sCommitted Purchasers)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller Agent shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among proceeds of any Incremental Purchase delivered into the Purchase Groups (which Agent’s Account. Notwithstanding anything contained herein to the contrary, during the Term-Out Period all Incremental Purchases to be made by the Committed Purchasers shall be based on their respective Purchase Group Percentages) and (b) made from funds available therefor in the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative AgentCash Collateral Account.
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Incremental Purchases. Subject to the terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent (and the Facility Agents Administrative Agent shall promptly forward such written notice to each Managing Agent and notify each Managing Agent of its Purchase Group’s Purchase Group Share of such Incremental Purchase) with at least one (1) Business Day’s (or, in the case of a request for an Incremental Purchase to be funded with Tranche Funded Commercial Paper which is to replace Pooled Commercial Paper, seven (7) days’) prior written notice in substantially the a form set forth as Exhibit II-A hereto of Exhibit E hereto each Incremental Purchase (a “Purchase Notice”) by 1:00 p.m. ); provided, that, with respect to any Incremental Purchase to satisfy any outstanding Reimbursement Obligations (other than an Incremental Purchase funded with Tranche Funded Commercial Paper), Seller may provide notice of such Incremental Purchase on the day of such Incremental Purchase if such notice is provided before 10:00 a.m. (New York City time) at least two Business Days prior to each Incremental Purchase). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify (a) the aggregate requested Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall not be based on their respective Purchase Group Percentagesless than $5,000,000) and date of purchase, (b) in the date case of such an Incremental Purchase to be funded by the Committed Purchasers, the requested Interest Rate and (c) in the case of an Incremental Purchase to be funded by Tranche Funded Commercial Paper or by the Committed Purchasers, the Tranche Period. Following receipt of a Purchase Notice, each Managing Agent from the Commercial Paper Purchase Groups will determine whether the Conduit Purchasers in its Purchase Group (if any) agree to participate in the requested Incremental Purchase. Subject to In the terms and conditions hereof, for any event that a Purchase Group that includes a has more than one Conduit Purchaser, if any Conduit Purchaser in such the related Managing Agent may allocate the related Purchase Group chooses not Share of the Purchase Price for Incremental Purchases among such Conduit Purchasers in its sole discretion. If the Conduit Purchasers in any Commercial Paper Purchase Group decline to purchase (through its related Facility Agent) participate in an Incremental Purchase, the Managing Agent for such Purchase Group shall notify Seller and Seller may cancel the Purchase Notice in its entirety or, in the absence of such a cancellation, the applicable Purchase Group Share of the requested Incremental Purchase shall be made by the related Committed Purchaser Purchaser(s) in its related Purchase Group ratably in accordance with their Pro Rata Shares. On the date of each Incremental Purchase (other than to the extent that the proceeds of such Conduit PurchaserIncremental Purchase are being used to satisfy outstanding Reimbursement Obligations which shall be funded in accordance with Section 1.5(f)), upon satisfaction of the applicable conditions precedent set forth in Article VI, the applicable Purchasers in each Purchase Group shall initiate a wire transfer of immediately available funds to the account specified by Seller, no later than 12:00 noon (New York time), in an aggregate amount equal to such Purchase Group’s Purchase Group shall purchase (through Share of the related Facility Agent) Purchase Price for such Incremental Purchase. Subject In no event shall the Purchasers be obligated to the terms and conditions hereof, make more than fifteen (15) Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have requested by Seller during any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agentcalendar month.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Marathon Petroleum Corp)
Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago time) two Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of each Purchase by Windmill, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as Windmill shall agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Windmill unless Windmill, in its sole discretion, determines not to make such Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If Windmill determines, in its sole discretion, to make all or any portion of the requested Purchase, Windmill shall transfer to the Agent's Account the Purchase Amount (or portion thereof) on the requested Purchase Date. If Windmill determines, in its sole discretion, not to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Committed Purchasers subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Amount not funded by Windmill into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, (i) in the Seller may case of a Purchase that is to accrue Discount at any time and from time to time at its option sell the Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Facility Agents (as agents for the applicable Purchaser(sCommitted Purchasers)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller Agent shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date proceeds of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if delivered into the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent's Account.
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Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 11:00 a.m. (Atlanta time) two Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases may only be requested ratably from the Conduit Purchasers in each Purchaser Group unless, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of such Incremental Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller may request such Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If the Ratable Share of an Incremental Purchase requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Seller's Account its Ratable Share amount of such Incremental Purchase by no later than 1:00 p.m. (Atlanta time) on the Purchase Date. If a Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Bank Purchasers for such Conduit Purchaser three Business Days before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, (i) each Related Bank Purchaser shall transfer its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase into the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) Seller's Account by no later than 1:00 p.m. (New York City Atlanta time) at least two on the Purchase Date (which in no event will be earlier than three Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid after such request is made to the Seller and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(sPurchasers), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent.
Appears in 1 contract
Samples: Bergen Brunswig Corp
Incremental Purchases. (a) Subject to the terms and conditions hereof, including Section 3.033.03 and, as applicable, Section 3.04, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) Notice by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 and, as applicable, Section 3.04, hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at on or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 1,000,000 or any higher multiple of $1,000,000100,000 per each Purchase Group. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent.
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Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Amsterdam unless Amsterdam, in its sole discretion, determines not to make such Incremental Purchase. If Amsterdam determines that it will not make the Incremental Purchase, it will give notice to the Agent two Business Days prior to the Purchase Date. The Agent will promptly give notice to the Seller of Amsterdam's election not to fund, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If Amsterdam determines, in its sole discretion, to make all or any portion of the requested Purchase, Amsterdam shall transfer to the Agent's Account the Purchase Amount (or portion thereof) on the requested Purchase Date. If Amsterdam determines, in its sole discretion, not to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Committed Purchasers subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Amount not funded by Amsterdam into the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, (i) in the Seller may case of a Purchase that is to accrue Discount at any time and from time to time at its option sell the Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Facility Agents (as agents for the applicable Purchaser(sCommitted Purchasers)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller Agent shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date proceeds of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if delivered into the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent's Account.
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Incremental Purchases. Subject to the terms and conditions hereof, including Section 3.033.03 and, as applicable, Section 3.04, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents for the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) Notice by 1:00 p.m. (New York City time) at least two one Business Days Day prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid to the Seller and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 and, as applicable, Section 3.04, hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at on or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 1,000,000 or any higher multiple of $1,000,000100,000 per each Purchase Group. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent.
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Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from Windmill unless Windmill, in its sole discretion, determines not to make such Incremental Purchase in which case the Seller will automatically be deemed to have requested such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If Windmill determines, in its sole discretion, to make the requested Purchase, Windmill shall transfer to the Agent's Account the amount of such Incremental Purchase on the requested Purchase Date. If Windmill refuses to make a requested Purchase, the Seller shall automatically be deemed to have requested the Incremental Purchase from the Committed Purchasers (which such request may only be made on and after January 3, 2000), subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, each Committed Purchaser shall transfer its Ratable Share of the requested Purchase Amount into the Agent's Account by no later than 12:00 noon (iChicago time) on the Seller may at any time and from time to time at its option sell Purchase Date. The Agent shall transfer to the Facility Agents (as agents for Designated Account the applicable Purchaser(s)) undivided percentage ownership interests proceeds of any Incremental Purchase delivered into the Agent's Account. Notwithstanding anything in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid this Agreement to the Seller and the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchasecontrary, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent Purchasers shall have any obligation no Commitment to make an Incremental Purchase on any day if prior to January 3, 2000. (d) Section 1.3 of the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after Sale Agreement is hereby deleted and replaced with the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent.following:
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Samples: Crompton Corp
Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago time) three Business Days before the requested date (the "Purchase Date") of such Purchase, in the case of each Purchase by a Conduit Purchaser and in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (ii) 10:00 a.m. (Chicago time) one Business Day before the requested Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the "Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request, a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Purchase (which determination shall be made within one Business Day after the Seller's request for an Incremental Purchase), in which case the Seller may request such Ratable Share of the Incremental Purchase be made by the Related Committed Purchasers of such Conduit Purchaser on the originally requested Purchase Date. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Ratable Share of an Incremental Purchase is requested from a Conduit Purchaser and such Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the Agent's Account its Ratable Share of such Incremental Purchase by no later than 12:00 noon (Chicago time) on the Purchase Date. If a Ratable Share of an Incremental Purchase is requested from the Committed Purchasers for a Purchaser Group, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, (i) the Seller may at any time and from time to time at its option sell to the Facility Agents (as agents each Committed Purchaser for a Purchaser Group shall transfer the applicable Purchaser(s)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf Purchaser Group's Ratable Share of the applicable Purchaser(srequested Purchase Amount (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group's Ratable Share of such Purchase) shall make an Incremental Purchaseinto the Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date. The Seller Agent shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date proceeds of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if delivered into the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agent's Account.
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Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent an irrevocable written request substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago time) three Business Days before the requested date (the “Purchase Date”) of such Purchase, in the case of each Purchase by the Conduit, (ii) 10:00 a.m. (Chicago time) three Business Days before the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each Purchase by the Committed Purchasers that is to accrue Discount at the Prime Rate, or, in each of the foregoing cases, such later time or day as the Conduit or the Committed Purchasers, as applicable, may agree. Each such notice shall specify the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase Amount”) of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). An Incremental Purchase may only be requested from the Conduit unless the Conduit, in its sole discretion, determines not to make such Incremental Purchase, in which case the Seller may request such Incremental Purchase from the Committed Purchasers. The Agent shall promptly notify the contents of any such request to each Purchaser from which the Purchase is requested. If the Conduit determines, in its sole discretion, to make all or any portion of the requested Purchase, the Conduit shall transfer to the Agent’s Account the Purchase Amount (or portion thereof) on the requested Purchase Date. If the Conduit determines, in its sole discretion, not to make all or any portion of a requested Purchase and the Seller requests the Incremental Purchase from the Committed Purchasers, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03each Committed Purchaser shall transfer its Ratable Share of that portion of the requested Purchase Amount not funded by the Conduit into the Agent’s Account by no later than 12:00 noon (Chicago time) on the Purchase Date (which, (i) in the Seller may case of a Purchase that is to accrue Discount at any time and from time to time at its option sell the Eurodollar Rate, in no event will be earlier than three Business Days after such request is made to the Facility Agents (as agents for the applicable Purchaser(sCommitted Purchasers)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller Agent shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among the Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date proceeds of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit Purchaser in such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if delivered into the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative AgentAccount.
Appears in 1 contract
Samples: Receivables Sale Agreement (Hunt J B Transport Services Inc)
Incremental Purchases. Subject In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent an irrevocable written request (including by telecopier or other facsimile communication) substantially in the form of Exhibit A, by 10:00 a.m. (Chicago time) one Business Day before the requested date (the “Purchase Date") of such Purchase (each, an “Incremental Purchase Request"), specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase Amount") of such Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Conduit Purchasers unless upon such request a Conduit Purchaser, in its sole discretion, determines not to make its Ratable Share of the requested Incremental Purchase, in which case the Seller may request such Ratable Share of the Incremental Purchase from the Related Liquidity Providers of such Conduit Purchaser. Each Purchaser Agent shall promptly notify the related Purchasers from which a Purchase is requested of the contents of such request. If a Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, such Conduit Purchaser shall transfer to the applicable Purchaser Agent’s Account the amount of such Incremental Purchase on the requested Purchase Date. If such Conduit Purchaser refuses to make a requested Purchase and the Seller requests the Incremental Purchase from the Related Liquidity Providers one Business Day before such requested Purchase, subject to Section 7.2 and the other terms and conditions hereof, including Section 3.03, each Related Liquidity Provider shall transfer its Ratable Share of the requested Purchase Amount into the applicable Purchaser Agent’s Account by no later than 12:00 noon (iChicago time) on the Seller may at any time and from time to time at its option sell Purchase Date (which in no event will be earlier than one Business Day after such request is made to the Facility Agents (as agents for the applicable Purchaser(sRelated Liquidity Providers)) undivided percentage ownership interests in each and every Receivable, together with the Related Security and Collections with respect thereto (each an “Incremental Purchase”), and (ii) each Facility Agent, on behalf of the applicable Purchaser(s) shall make an Incremental Purchase. The Seller shall provide the Administrative Agent and the Facility Agents with a notice in substantially the form of Exhibit E hereto (a “Purchase Notice”) by 1:00 p.m. (New York City time) at least two Business Days prior to each Incremental Purchase. Each Purchase Notice Purchaser Agent shall specify (a) the Purchase Price requested to be paid transfer to the Seller and Account the allocation among the proceeds of any Incremental Purchase Groups (which shall be based on their respective Purchase Group Percentages) and (b) the date of such requested Purchase. Subject to the terms and conditions hereof, for any Purchase Group that includes a Conduit Purchaser, if any Conduit extent of funds actually received by such Purchaser in Agent prior to 12:00 noon on such Purchase Group chooses not to purchase (through its related Facility Agent) an Incremental Purchase, the applicable Committed Purchaser in such Conduit Purchaser’s Purchase Group shall purchase (through the related Facility Agent) such Incremental Purchase. Subject to the terms and conditions hereof, Incremental Purchases shall be allocated among the Facility Agents pro rata in accordance with the respective Purchase Group Percentages. No Facility Agent shall have any obligation to make an Incremental Purchase on any day if the conditions set forth in Section 3.03 hereof are not satisfied. No Facility Agent, on behalf of its related Purchaser(s), shall make any such Purchase at or after the Termination Date. Each Incremental Purchase shall be in an aggregate amount of at least $5,000,000 or any higher multiple of $1,000,000. Each Facility Agent shall purchase its related Purchase Group Percentage of each Incremental Purchase. Reimbursement Purchases will be made on the same terms as are set forth in this Section 2.02, except that (i) one Business Day’s notice will be permissible, (ii) the minimum amount of a Reimbursement Purchase shall be $1,000,000 and (iii) the Purchase Notice shall be delivered by the Administrative Agentday.
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