Calculation of Purchase Price. On each Determination Date ----------------------------- (commencing with the first Determination Date following the date hereof), the Servicer shall deliver to the Buyer, the Trustee and COMPUCOM (if the Servicer is other than COMPUCOM) a report in substantially the form of Exhibit A (each --------- such report being herein called a "Purchase Report") with respect to the Buyer's --------------- purchases of Receivables from COMPUCOM (a) that arose on or prior to the Initial Cut-Off Date (in the case of the first Purchase Report to be delivered hereunder) and (b) that arose during the Settlement Period immediately preceding such Determination Date (in the case of each successive Purchase Report). Each Purchase Report shall designate the amount of such Receivables that were Eligible Receivables on the date of origination (or, in the case of Receivables transferred or contributed on or prior to the Initial Closing Date, on the Initial Closing Date). The "Purchase Price" (to be paid to COMPUCOM in accordance with the terms of -------------- Article III) for the Receivables and the Related Rights shall be determined in ----------- accordance with the following formula: PP = AUB X FMVD where: ----- PP = Purchase Price (to be paid to COMPUCOM in accordance with the terms of Article III) as calculated on the relevant ----------- Determination Date; AUB = For purposes of calculating the Purchase Price for Receivables on each Determination Date, the aggregate Unpaid Balance of the Receivables described in Section 1.1(a)(i) hereof that were ----------------- generated by COMPUCOM during the immediately preceding Settlement Period, less an amount equal to the sum of the aggregate Unpaid ---- Balance of all Contributed Receivables, if any, indicated on the related Purchase Report; and FMVD = "Fair Market Value Discount Factor" on the --------------------------------- determination date, which shall equal 97.79%.
Appears in 2 contracts
Samples: Receivables Contribution and Sale Agreement (Compucom Systems Inc), Receivables Contribution and Sale Agreement (Safeguard Scientifics Inc Et Al)
Calculation of Purchase Price. (a) On the Closing Date and as ----------------------------- early as reasonably practicable in each calendar month thereafter, but not later than the Determination Date ----------------------------- (commencing with the first Determination Date following the date hereof)occurring in such month, the Servicer shall deliver to the Buyer, Buyer and the Trustee and COMPUCOM (if the Servicer is other than COMPUCOM) Agent a report in substantially the form of Exhibit A (each --------- such report being herein called a "Purchase Price Report") with respect to the --------------------- Buyer's --------------- purchases of Receivables and Related Assets from COMPUCOMthe Seller:
(ai) that arose on or prior to the Initial Cut-Off Date (in the case of the first Purchase Price Report to be delivered hereunder) on the Closing Date); and
(bii) that arose after the Cut-Off Date and during the Settlement Collection Period immediately preceding the date of such Determination Date Purchase Price Report (in the case of each successive subsequent Purchase Price Report). Each Purchase Report shall designate the amount of such Receivables ; provided, however, that were Eligible Receivables on the date of origination (or, in the case of the December 1994 Purchase Price Report, those Receivables transferred or contributed on or prior to arising during the Initial Closing Dateperiod from November 24, 1994 through November 30, 1994 shall be included in such report at the same Purchase Price as those Receivables purchased on the Initial Closing Date). The .
(b) On each Purchase Date, the "Purchase Price" (to be paid by the -------------- Buyer to COMPUCOM the Seller in accordance with the terms of -------------- Article III) Section 2.5 on such day for ----------- the Receivables and the Related Rights Assets that are to be sold hereunder on such day shall be determined in ----------- accordance with the following formula: PP = AUB X FMVD AOB - PD where: ----- PP = the aggregate Purchase Price (for the Receivables and Related Assets to be paid purchased from the Seller on such day; AOB = the aggregate Outstanding Balance of the Receivables that are to COMPUCOM be purchased from the Seller on such day; and PD = the Purchase Discount in accordance with the terms of Article III) effect on such day as calculated on the relevant ----------- Determination Date; AUB = determined pursuant to Section 2.4(c). For purposes of calculating the Purchase Price for Receivables and the Purchase Discount on each Determination the Closing Date, AOB equaled the aggregate Unpaid Outstanding Balance of all Receivables that existed and were owing to the Seller as measured at the Cut-Off Date (excluding, in each case, all Receivables described in Section 1.1(a)(i) hereof that were ----------------- generated by COMPUCOM during had been written off the immediately preceding Settlement Periodbooks of the Seller as uncollectible), less an amount equal to the sum of (A) the ---- aggregate Unpaid ---- Outstanding Balance of all Contributed ReceivablesReceivables that comprised the amount of the Initial Capital Contribution, if any, indicated and (B) the aggregate Collections received by the Seller prior to the Closing Date.
(c) Definitions and Calculations Related to Purchase Discount ---------------------------------------------------------
(i) Purchase Discount" for the Receivables to be sold ----------------- hereunder on any Purchase Date during a Collection Period shall mean the related amount determined in accordance with the following formula: PD = AOB x (LDR + FDR) where: ----- PD = the Purchase ReportDiscount in effect on such Purchase Date; and FMVD AOB = "Fair Market Value the aggregate Outstanding Balance of the Receivables to be sold hereunder on such Purchase Date; LDR = the Loss Discount Factor" Rate (expressed as a percentage) in effect on the --------------------------------- determination date, which shall equal 97.79%.such Purchase Date as determined pursuant to clause (ii) ----------- below; and
Appears in 1 contract
Samples: Receivables Purchase Agreement (Ak Steel Holding Corp)
Calculation of Purchase Price. On each Determination Reporting Date ----------------------------- (commencing with the first Determination Reporting Date following the date hereofInitial Closing Date), the Servicer shall deliver to the BuyerInitial Purchaser, the Trustee Administrator, the Liquidity Agent and COMPUCOM Maxtor (if the Servicer is other than COMPUCOMMaxtor) a report in substantially the form of Exhibit A (each --------- such report being herein called a "Purchase Report") with respect to the BuyerInitial Purchaser's --------------- purchases of Receivables from COMPUCOMthe Originators
(a) that arose on or prior to the Initial Cut-Off Date (in the case of the first Purchase Report to be delivered hereunder) and
(b) that arose during the Settlement Period immediately preceding such Determination Reporting Date (in the case of each successive Purchase Report). Each Purchase Report shall designate the amount of such Receivables that were Eligible Receivables on the date of origination (or, in the case of Receivables transferred or contributed on or prior to the Initial Closing Date, on the Initial Closing Date). The "Purchase Price" (to be paid to COMPUCOM the Originators in accordance with the terms of -------------- Article III) for the Receivables and the Related Rights shall be determined in ----------- accordance with the following formula: PP = AUB - (AUB X FMVD FMVD) where: ----- PP = Purchase Price (to be paid to COMPUCOM the Originators in accordance with the terms of Article III) as calculated on the relevant ----------- Determination Reporting Date; AUB = For for purposes of calculating the Purchase Price for Receivables on each Determination the Initial Closing Date, the aggregate Unpaid Balance of all Receivables that existed and were owing to Maxtor as measured as at the Receivables described in Section 1.1(a)(i) hereof that were ----------------- generated by COMPUCOM during the immediately preceding Settlement PeriodInitial Cut-Off Date, less an amount equal to the sum of the aggregate Unpaid ---- Balance of all Contributed Receivables, if any, indicated on the related Purchase Report; and FMVD = "Fair Market Value Discount Factor" on the --------------------------------- determination date, which shall equal 97.79%.and
Appears in 1 contract
Calculation of Purchase Price. On the 20th day of each Determination Date ----------------------------- (commencing with the first Determination Date following the date hereof)Fiscal Month, the Servicer shall deliver to the BuyerCompany, the Trustee Administrative Agent and COMPUCOM the Originator (if the Servicer is other than COMPUCOMthe Originator) a report in substantially the form of Exhibit A (each --------- such report being herein called a "Purchase Report") with respect to the Buyermatters set forth therein and the Company's --------------- purchases of Receivables from COMPUCOMOriginator
(a) that arose are to be made on or prior to the Initial Cut-Off Effective Date (in the case of the first Purchase Report to be delivered hereunder) andon the Effective Date), or
(b) that arose were made during the Settlement Period immediately period commencing on the date of delivery of the preceding such Determination Date Purchase Report to (but not including) the date of delivery of the current Purchase Report (in the case of each successive subsequent Purchase ReportReports). Each ; provided, however, that so long as the Originator or any Affiliate thereof is the Servicer, the Originator (or such Affiliate) may, in its discretion, provide the information that would otherwise be included in the Purchase Report shall designate the amount of such Receivables that were Eligible Receivables on the date of origination (or, in the case of Receivables transferred or contributed on or prior to the Initial Closing Date, on the Initial Closing Date)Settlement Statement. The "Purchase Price" (to be paid to COMPUCOM Originator in accordance with the terms of -------------- Article III) for the Receivables and the Related Rights Security that are purchased hereunder shall be determined in ----------- accordance with the following formula: PP = AUB OB X FMVD where: ----- PP = Purchase Price (to be paid to COMPUCOM in accordance with the terms of Article III) for each Receivable as calculated on the relevant ----------- Determination Payment Date; AUB . OB = For purposes the Outstanding Balance of calculating the Purchase Price for Receivables such Receivable. FMVD = Fair Market Value Discount, as measured on each Determination such Payment Date, which is equal to the aggregate Unpaid Balance quotient (expressed as percentage) of (a) one divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date plus 2.00%, and (B) a fraction, the numerator of which is the Average Maturity (calculated as of the Receivables described last day of the Fiscal Month next preceding such Payment Date) and the denominator of which is 365 or, in Section 1.1(a)(ithe case of a leap year, 366, plus (iii) hereof in the event that were ----------------- generated by COMPUCOM during the immediately three month rolling average of the Charge Off Ratio (as calculated the last day of the Fiscal Month next preceding Settlement Periodsuch Payment Date) exceeds .20%, less an amount equal to the sum of the aggregate Unpaid ---- Balance of all Contributed Receivables, if any, indicated on the related Purchase Report; and FMVD = "Fair Market Value Discount Factor" on the --------------------------------- determination date, which shall equal 97.79%such excess.
Appears in 1 contract
Calculation of Purchase Price. On each Determination Reporting Date ----------------------------- (commencing with the first Determination Reporting Date following the date hereofInitial Closing Date), the Servicer Sellers shall deliver to the BuyerCompany, the Trustee Administrative Agent and COMPUCOM the Master Servicer (if the Master Servicer is other than COMPUCOMMascoTech) a combined report in substantially the form of Exhibit A (each --------- such report being herein called a "Purchase Report") with respect to the BuyerCompany's --------------- purchases of Receivables from COMPUCOMthe Sellers
(a) that arose on or prior to the Initial Cut-Off Date (in the case of the first Purchase Report to be delivered hereunder) ), and
(b) that arose during the Settlement Period immediately preceding such Determination Reporting Date (in the case of each successive Purchase Report). Each Purchase Report shall designate the amount of such Receivables that were Eligible Receivables on the date of origination (or, in the case of Receivables transferred or contributed on or prior to the Initial Closing Date, on the Initial Closing Date). The "Purchase Price" (to be paid to COMPUCOM a Seller in accordance with the terms of -------------- Article III) for the Receivables and the Related Rights sold by a Seller shall be determined in ----------- accordance with the following formula: PP = AUB X FMVD - (AUB x FMVD) where: ----- PP = Purchase Price (to be paid to COMPUCOM in accordance with the terms of Article III) as calculated on the relevant ----------- Determination purchase date or Reporting Date; , as applicable. AUB = For (i) for purposes of calculating the Purchase Price for Receivables sold by such Seller on each Determination the Initial Closing Date, the aggregate Unpaid Balance of all Receivables that existed and were owing to such Seller (or, in the Receivables described case of MascoTech, all of its Participating Divisions) as measured as at the Initial Cut-Off Date (less, in Section 1.1(a)(i) hereof that were ----------------- generated by COMPUCOM during the immediately preceding Settlement Periodcase of MascoTech, less an amount equal to the sum of the aggregate Unpaid ---- Balance of all Initial Contributed ReceivablesReceivables conveyed to the Company by the Participating Divisions), if any, indicated on the related Purchase Report; and FMVD = "Fair Market Value Discount Factor" on the --------------------------------- determination date, which shall equal 97.79%.and
Appears in 1 contract
Calculation of Purchase Price. On the Closing Date and on each Determination Date Monthly ----------------------------- (commencing with the first Determination Date following the date hereof)Settlement Date, the Servicer shall deliver to the Buyer, Company and the Trustee and COMPUCOM (if the Servicer is other than COMPUCOM) Seller a report in substantially the form of Exhibit A (each --------- such report being herein called a "Purchase Report") with --------- --------------- respect to the Buyermatters set forth therein and the Company's --------------- purchases of Receivables from COMPUCOMthe Seller:
(a) that arose are to be made on or prior to the Initial Cut-Off Closing Date (in the case of the first Purchase Report to be delivered hereunder) andon the Closing Date), or
(b) that arose were made during the period commencing on the Monthly Settlement Period Date immediately preceding such Determination Monthly Settlement Date to (but not including) such Monthly Settlement Date (in the case of each successive subsequent Purchase Report). Each Purchase Report shall designate the amount of such Receivables that were Eligible Receivables on the date of origination (or, in the case of Receivables transferred or contributed on or prior to the Initial Closing Date, on the Initial Closing Date). The "Purchase Price" (to be paid to COMPUCOM the Seller in accordance with the terms of -------------- Article III) for the Receivables and the Related Rights that are purchased ----------- hereunder from the Seller shall be determined in ----------- accordance with the following formula: PP = AUB OB X FMVD where: ----- PP = Purchase Price (to be paid to COMPUCOM in accordance with the terms of Article III) for each Receivable as calculated on the relevant ----------- Determination Payment Date; AUB . OB = For purposes The Outstanding Balance of calculating such Receivable on the Purchase Price for Receivables relevant Payment Date. FMVD = Fair Market Value Discount, as measured on each Determination such Payment Date, the aggregate Unpaid Balance of the Receivables described in Section 1.1(a)(i) hereof that were ----------------- generated by COMPUCOM during the immediately preceding Settlement Period, less an amount which is equal to the quotient (expressed as percentage) of (a) one divided by (b) the sum of (i) one, ------- plus (ii) the aggregate Unpaid ---- Balance product of all Contributed Receivables(A) the Prime Rate on such Payment Date plus .25% and (B) a fraction, if any, indicated on the related Purchase Report; numerator of which is the Days' Sales Outstanding (calculated as of the last day of the Settlement Period next preceding such Payment Date) and FMVD = "Fair Market Value Discount Factor" on the --------------------------------- determination date, denominator of which shall equal 97.79%is 365.
Appears in 1 contract
Calculation of Purchase Price. On each Determination Date ----------------------------- (commencing with the first Determination Date following the date hereof), the Servicer shall deliver to the Buyer, the Trustee and COMPUCOM (if the Servicer is other than COMPUCOM) a report in substantially the form of Exhibit A (each --------- such report being herein called a "Purchase Report") with respect to the Buyer's --------------- purchases of Receivables from COMPUCOM
(a) that arose on or prior to the Initial Cut-Off Date (in the case of the first Purchase Report to be delivered hereunder) and
(b) that arose during the Settlement Period immediately preceding such Determination Date (in the case of each successive Purchase Report). Each Purchase Report shall designate the amount of such Receivables that were Eligible Receivables on the date of origination (or, in the case of Receivables transferred or contributed on or prior to the Initial Closing Date, on the Initial Closing Date). The "Purchase Price" (to be paid to COMPUCOM in accordance with the terms of -------------- Article III) for the Receivables and the Related Rights shall be determined in ----------- accordance with the following formula: PP = AUB X FMVD where: ----- PP = Purchase Price (to be paid to COMPUCOM in accordance with the terms of Article III) as calculated on the ------------ relevant ----------- Determination Date; AUB = For purposes of calculating the Purchase Price for Receivables on each Determination Date, the aggregate Unpaid Balance of the Receivables described in Section 1.1(a)(i;
(a) (i) hereof that were ----------------- generated by COMPUCOM during --------- the immediately preceding Settlement Period, less an ---- amount equal to the sum of the aggregate Unpaid ---- Balance of all Contributed Receivables, if any, indicated on the related Purchase Report; and FMVD = "Fair Market Value Discount Factor" on the --------------------------------- determination date, which shall equal 97.79%.
Appears in 1 contract
Samples: Receivables Contribution and Sale Agreement (Compucom Systems Inc)
Calculation of Purchase Price. On each Determination Payment Date ----------------------------- (commencing with including the first Determination Date following the date hereofInitial Closing Date), the Servicer shall deliver to the BuyerAFC, the Trustee Agent and COMPUCOM (if the Servicer is other than COMPUCOM) each Originator a report in substantially the form of Exhibit A B (each --------- such report being herein called a "Purchase Report") with respect to the BuyerAFC's --------------- purchases of Receivables from COMPUCOMeach Originator:
(a) that arose are to be made on or prior to the Initial Cut-Off such Payment Date (in the case of the first Purchase Report to be delivered hereunder) andon Initial Closing Date), or
(b) that arose were made during the Settlement Period month immediately preceding such Determination Payment Date (in the case of each successive subsequent Purchase Report). Each Purchase Report shall designate the amount of such Receivables that were Eligible Receivables on the date of origination (or, in the case of Receivables transferred or contributed on or prior to the Initial Closing Date, on the Initial Closing Date). The "Purchase Price" (to be paid to COMPUCOM in accordance with the terms of -------------- Article III) each Originator on each Payment Date for the Receivables that are to be sold by such Originator on such Payment Date (in the case of the Initial Closing Date) or that were sold by such Originator during the month immediately preceding such Payment Date (in the case of each subsequent Payment Date) shall be set forth in the relevant Purchase Report and the Related Rights shall be determined in ----------- accordance with the following formula: PP = AUB X FMVD - PD where: ----- PP = Purchase Price (to be paid to COMPUCOM in accordance with the terms of Article III) as calculated relevant Originator on the relevant ----------- Determination Date; Payment Date AUB = For (i) for purposes of calculating the Purchase Price for Receivables on each Determination the Initial Closing Date, the aggregate outstanding Unpaid Balance of the all Receivables described in Section 1.1(a)(i) hereof that were ----------------- generated by COMPUCOM during such Originator, as measured as at the immediately preceding Settlement Periodclosing of such Originator's business on December 6, 1993 (or December 27, 1996 as to Sine), less an amount equal to the sum of the aggregate Unpaid ---- Balance of all Contributed ReceivablesReceivables that comprised the capital contribution, if any, indicated made by such Originator to AFC on the related Initial Closing Date pursuant to the Subscription Agreement, and (ii) for purposes of calculating the Purchase Report; and FMVD Price on each Payment Date thereafter, the aggregate Unpaid Balance of all Receivables generated by such Originator during the month immediately preceding such Payment Date (it being agreed that, subject to Section 3.4, the Unpaid Balance of each such Receivable shall be measured for this purpose only at the time such Receivable was generated) PD = "Fair Market Value Purchase Discount Factor" for such Originator as measured on the --------------------------------- determination date, which shall equal 97.79%.such Payment Date where: Purchase Discount z = COFD + SFD + SD + LD and: COFD = Cost of Funds Discount for such Originator as measured on such Payment Date SFD = Servicer's Fee Discount for such Originator as measured on such Payment Date SD = Spread Discount for such Originator as measured on such Payment Date LD = Loss Discount for such Originator as measured on such Payment Date
Appears in 1 contract
Calculation of Purchase Price. On each Determination Reporting Date ----------------------------- (commencing with the first Determination Reporting Date following the date hereofClosing Date), the Servicer Servicers shall deliver to the BuyerCompany, the Trustee Administrative Agent and COMPUCOM the Sellers (if the Servicer is other than COMPUCOMthe Sellers) a report in substantially the form of Exhibit A (each --------- such report being herein called a "Purchase Report") with respect to the BuyerCompany's --------------- purchases of Receivables from COMPUCOMthe Sellers:
(a) that arose on or prior to the Initial Cut-Off Date (in the case of the first Purchase Report to be delivered hereunder) ), and
(b) that arose during the Settlement Period immediately preceding such Determination Reporting Date (in the case of each successive Purchase Report). Each Purchase Report shall designate the amount of such Receivables that were Eligible Receivables on the date of origination (or, in the case of Receivables transferred or contributed on or prior to the Initial Closing Date, on the Initial Closing Date)origination. The "Purchase Price" purchase price (to be paid to COMPUCOM a Seller in accordance with the terms of -------------- Article III) by the Company (the "Purchase Price") for the Receivables and the Related Rights sold by such Seller shall be determined in ----------- accordance with the following formula: PP = AUB X FMVD where: ----- - (AUB × FMVD) PP = Purchase Price (to be paid to COMPUCOM a Seller in accordance with the terms of Article III) as calculated on the relevant ----------- Determination Reporting Date; . AUB = For (i) for purposes of calculating the Purchase Price for purchases made from a Seller on the Closing Date, the aggregate Unpaid Balance of all Receivables that existed and were owing to such Seller as measured as at the Initial Cut-Off Date, less an amount equal to the sum of the aggregate Unpaid Balance of all of such Seller's Initial Contributed Receivables, and (ii) for purposes of calculating the Purchase Price owing to a Seller for Receivables on each Determination DateReporting Date thereafter, the aggregate Unpaid Balance of the Receivables described in Section 1.1(a)(i1.1(a)(ii) hereof that were ----------------- generated by COMPUCOM such Seller during the immediately preceding Settlement Period, less an amount equal to the sum of the aggregate Unpaid ---- Balance of all of such Seller's Contributed Receivables, if any, indicated on the related Purchase Report; and . FMVD = "Fair Market Value Discount Factor" Factor on the --------------------------------- determination date, which shall equal 97.79%is the sum of the Loss Discount and the Cost Discount, in each case as calculated on the most recent Reporting Date as set forth in the definitions below.
Appears in 1 contract
Samples: Receivables Sale Agreement (Georgia Gulf Corp /De/)
Calculation of Purchase Price. On each Determination Reporting Date ----------------------------- (commencing with the first Determination Reporting Date following the date hereofInitial Closing Date), the Servicer shall deliver to the BuyerInitial Purchaser, the Trustee Administrator and COMPUCOM ConMed (if the Servicer is other than COMPUCOMConMed) a report in substantially the form of Exhibit A (each --------- such report being herein called a "Purchase Report") with respect to the BuyerInitial Purchaser's --------------- purchases of Receivables from COMPUCOMthe Originators
(a) that arose on or prior to the Initial Cut-Off Date (in the case of the first Purchase Report to be delivered hereunder) and
(b) that arose during the Settlement Period immediately preceding such Determination Reporting Date (in the case of each successive Purchase Report). Each Purchase Report shall designate the amount of such Receivables that were Eligible Receivables on the date of origination (or, in the case of Receivables transferred or contributed on or prior to the Initial Closing Date, on the Initial Closing Date). The "Purchase Price" (to be paid to COMPUCOM the Originators in accordance with the terms of -------------- Article III) for the Receivables and the Related Rights shall be determined in ----------- accordance with the following formula: PP = AUB X FMVD - (AUB x FMVD) where: ----- PP = Purchase Price (to be paid to COMPUCOM the Originators in accordance with the terms of Article III) as calculated on the relevant ----------- Determination Reporting Date; AUB = For ;
(i) for purposes of calculating the Purchase Price on the Initial Closing Date, the aggregate Unpaid Balance of all Receivables that existed and were owing to the related Originator as measured as at the Initial Cut-Off Date, less an amount equal to the sum of the aggregate Unpaid Balance of all Initial Contributed Receivables, and
(ii) for purposes of calculating the Purchase Price for Receivables on each Determination DateReporting Date thereafter, the aggregate Unpaid Balance of the Receivables described in Section 1.1(a)(i1.1(a)(ii) hereof that were ----------------- generated by COMPUCOM the related Originator during the immediately preceding Settlement Period, less an amount equal to the sum of the aggregate Unpaid ---- Balance of all Contributed Receivables, if any, indicated on the related Purchase Report; and FMVD = "Fair Market Value Discount Factor" on the --------------------------------- determination date, which shall equal 97.79%is the sum of the Loss Discount and the Cost Discount, in each case as calculated on the most recent Reporting Date as set forth in the definitions below.
Appears in 1 contract