Required Repurchase Sample Clauses

Required Repurchase. Upon the occurrence of a Fundamental Change, the Company shall make a Fundamental Change Offer in accordance with Sections 3.12 and 3.13 of the Third Lien Indenture. In connection with certain Asset Sales, the Company shall make an Asset Sale Offer as and when provided in accordance with Section 4.07 of the Third Lien Indenture.
Sample 1
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Required Repurchase. With respect to any Approved Receivables initially purchased by Agent, for the benefit of the Lenders, Agent may require Borrower to repurchase all or any portion of such Approved Receivables from any particular Customer if any minimum payment due on one or more of such Approved Receivables remains unpaid following ninety (90) days after its invoice date. With respect to any Approved Receivables purchased after the Agent's initial purchase, Agent may require Borrower to repurchase all or any portion of such Approved Receivables from any particular Customer if any minimum payment due on one or more of such Approved Receivables remains unpaid following ninety (90) days after its invoice date. For purposes of this Agreement, the aging status of Approved Receivables purchased from Borrower, as shown on the aging report of Approved Receivables produced or generated by Agent, will be deemed conclusive (absent manifest error) in determining which Approved Receivables Agent may require Borrower to repurchase. Regardless of when purchased, Agent may require Borrower to repurchase all or any portion of such Approved Receivables from any particular Customer if such Customer is bankrupt or insolvent, or if any dispute arises with a Customer regarding such Approved Receivables (including, but not limited to, any alleged deduction, defense, offset or counterclaim). Agent may require Borrower to repurchase any or all outstanding Approved Receivables (a) upon a Default or Event of Default, or (b) upon the termination of this Agreement. Any decision by the Lender to require repurchase of less than the maximum amount permitted by this Agreement will not be deemed a waiver of Agent’s rights to require such repurchase to the maximum extent permitted in this Agreement.
Sample 1
Required Repurchase. Upon the occurrence of a Change of Control, the Company shall make a Change of Control Offer in accordance with Sections 3.11 and 3.13 of the Second Lien Indenture. In connection with certain Asset Sales, the Company shall make an Asset Sale Offer as and when provided in accordance with Section 4.07 of the Second Lien Indenture.
Sample 1
Required Repurchase. The Participant, in its sole discretion, may require the Mortgage Originator to repurchase a Participation, in accordance with Section 2(d) above, (i) if any Mortgage Loan underlying a Participation becomes more than thirty (30) days delinquent, (ii) if ally representation or warranty pertaining to a Mortgage Loan is Untrue, (iii) if any legal action is initiated or threatened which, if successful, would in any way impair the value Of Participant's interest in the Participation, as determined by the Participant in its sole judgment, or (iv) if a Participation has been outstanding for a period of more than ninety (90) days. In the event that Participant requires Mortgage Originator to repurchase a Participation, the Repurchase Amount Must be received by Participant within ten (10) days after Participant sends notice to Mortgage Originator.
Sample 1
Required Repurchase. The purchase by the Company on the Amendment Effective Date of a portion of the Subordinated Notes from the holders thereof so long as (a) the total cumulative amount of the consideration paid for such purchase (such consideration to be inclusive of all accrued and unpaid interest on such Subordinated Notes) does not exceed, in the aggregate, (i) $11,548,875 (which amount represents that portion of the purchase price attributable to the principal amount of the Subordinated Notes being repurchased) plus (ii) $872,702 plus (iii) the amount of accrued and unpaid interest on the Subordinated Notes so repurchased through the Amendment Effective Date, (which amount is equal to $1,260,221) minus (iv) $913,424, with the Company repurchasing Subordinated Notes having a principal face amount of not less than $36,175,000, (b) the Subordinated Notes so purchased are immediately on the date of such purchase cancelled by the Company, (c) the purchase price paid by the Company to the holders of such Subordinated Notes is equal to or less than thirty six percent (36%) of the sum of the principal amount of the Subordinated Notes being purchased, plus accrued and unpaid interest on such Subordinated Notes and (d) the Company finances such purchase with the proceeds of a Required Repurchase Subdebt Funding Loan.
Sample 1

Related to Required Repurchase

  • Loan Repurchases (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied:

  • Mandatory Repurchase 19 SECTION 6.2.

  • Closing of Repurchase The closing of the purchase of such Employee Units pursuant to Sections 6(c) above shall take place on the date designated by the Company in the Repurchase Notice. The Company (or its nominee) shall pay for such Employee Units to be purchased by delivery, at the sole option of the Company, of either (i) a check or wire transfer of immediately available funds or (ii) an unsecured promissory note in form and substance reasonably acceptable to the Board and Employee; provided that such promissory note shall (A) accrue interest at the then Applicable Federal Rate as published by the Internal Revenue Service, (B) have a stated maturity of five years, (C) provide that the principal and all accrued interest thereon shall be due and payable in arrears at maturity, (D) allow for voluntary prepayments of principal and interest without penalty or premium and (E) be subordinated to any indebtedness for borrowed money of the Company and its Subsidiaries. In connection with the purchase of Employee Units hereunder, the Company shall be entitled to receive customary representations and warranties from the sellers regarding such sale of units (including representations and warranties regarding good title to such units, free and clear of any liens or encumbrances).

  • Stock Repurchase 24 2.37 Disclosure..................................................... 24 SECTION 3.

  • Optional Repurchase (a) So long as a Transferor is the Servicer or an Affiliate of the Servicer, on any day occurring on or after the date on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, such Transferor shall have the option to purchase the Series 2017-5 Certificateholders’ Table of Contents Interest, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. If, on the date on which a Transferor exercises such option, the long-term unsecured debt obligations of such Transferor purchasing the Series 2017-5 Certificateholders’ Interest is not rated at least in the third highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a copy to the Rating Agency, an Officer’s Certificate of such Transferor which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that the exercise of such optional repurchase would not constitute a fraudulent conveyance of such Transferor.

  • Mortgage Loan repurchased (The Master Servicer hereby certifies that the Purchase Price has been credited to the Collection Account or the Certificate Account (whichever is applicable) pursuant to the Trust Agreement.)

  • Change of Control Repurchase Event If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:

  • Withdrawal of Fundamental Change Repurchase Notice A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

  • Payment of Repurchase Price The Repurchase Price shall be payable, at the option of the Company or its assignee(s), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by Participant to the Company, or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within sixty (60) days after exercise of the Repurchase Option.

  • Optional Repurchase Series Termination 36 Section 7.01. ...............................

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