Certain Recourse Obligations of Seller Sample Clauses

Certain Recourse Obligations of Seller. (i) Subject only to the limitations set forth in Section 5.1(d)(iv), Seller shall be obligated to pay to Purchaser, in accordance with the provisions of this Section 5.1(d), fifty percent (50%) of the Recourse Loss Amount that Purchaser sustains with respect to each Purchased Transaction that (A) becomes a Defaulted Transaction on or before the second anniversary of the Closing Date and (B) is not a First Payment Default Transaction (each such Purchased Transaction, a “Recourse Transaction”). (ii) Purchaser shall notify Seller each time a Purchased Transaction becomes a Recourse Transaction. Thereafter, Purchaser shall use commercially reasonable efforts to sell or otherwise dispose of the Personal Property that is the subject of the Recourse Transaction on commercially reasonable terms. Once Purchaser has determined, in its discretion, that it has satisfied the requirements specified in the prior sentence, it shall provide Seller with a written statement that specifies, in reasonable detail, the Recourse Loss Amount (and the various components thereof) for the Recourse Transaction in question. Subject only to the limitations set forth in Section 5.1(d)(iv), within five (5) Business Days after receiving such written statement, Seller shall pay to Purchaser fifty percent (50%) of the Recourse Loss Amount specified therein. (iii) With respect to each Recourse Transaction, following its receipt of the Recourse Loss Amount payment called for in Section 5.1(d)(ii), Purchaser shall use commercially reasonable efforts to collect the Recourse Loss Amount from the Obligor on the Recourse Transaction. Any such amounts that are collected by Purchaser, net of collection costs and expenses incurred by Purchaser, shall be shared by Purchaser with Seller on a 50%-50% basis, and, on a quarterly basis, Purchaser shall remit to Seller 50% of such net amounts together with a written statement that contains a reasonable accounting thereof. Amounts remitted by Purchaser to Seller pursuant to this Section 5.1(d)(iii) are hereinafter referred to as “Collection Remittance Amounts.” (iv) Notwithstanding anything to the contrary contained in this Agreement, the aggregate amount that Seller shall be required to pay to Purchaser pursuant to Section 5.1(d)(ii) shall not exceed the sum of (A) $1,298,006.92 and (B) the aggregate of all applicable Collection Remittance Amounts.
Sample 1
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Related to Certain Recourse Obligations of Seller

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Conditions to the Obligations of Seller The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Conditions to the Obligations of Sellers The obligation of Sellers to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions:

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i): (a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Purchaser shall have delivered, or caused to be delivered, to Sellers: (i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser; (ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser; (iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied; (iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto; (v) the Equity Registration Rights Agreement, duly executed by Purchaser;

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • Conditions Precedent to the Obligations of Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:

  • Performance of Obligations of Seller Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing.

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