Deemed Collections; Purchase Limit. (a) If on any day: (i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned or repossessed goods, any shortages, any pricing adjustment, any volume rebate or any other allowance, adjustment or deduction by Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of Seller with respect to any Receivable set forth in Article V were not true when made, then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business Day thereafter shall pay to the Collection Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreement. (b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit. (c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers on or before the next Business Day an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp)
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned or repossessed goods, any shortages, any pricing adjustment, any volume rebate or any other allowance, adjustment or deduction by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of Seller with respect to any Receivable set forth in Article V were not true when made, then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(ivi) through (iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business Day thereafter shall pay to the Collection Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreement.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers on or before the next Business Day an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Cencora, Inc.), Receivables Purchase Agreement (Amerisourcebergen Corp)
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned or repossessed goods, any shortages, any pricing adjustment, any volume rebate or any other allowance, adjustment or deduction by Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted ReceivableCollections), or
(v) any of the representations or warranties of Seller with respect to any Receivable set forth in Article V were not true in all material respects when made, then, on such day, Seller shall (I) be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(ivi) through (iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one two (12) Business Day Days thereafter shall pay to the Collection Account the amount of any such Collection deemed to have been received in or (II) prior to the same manner as actual cash collections are distributed under occurrence of a Termination Event, setoff the terms amount of this Agreementsuch reduction or cancellation against the purchase price otherwise owed to the Applicable Originator for additional Receivables.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers on or before the next Business Day an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Henry Schein Inc), Receivables Purchase Agreement (Henry Schein Inc)
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for defective, rejected or returned goods or repossessed goodsservices, any shortages, any pricing adjustment, any volume rebate cash discount or any other allowanceadjustment by the Servicer, adjustment or deduction by the Originator or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of the Seller, the Servicer, the Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Monthly Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of Seller set forth in Section 5.1(g), (i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable, or
(vi) any Receivable set forth in Article V were not true when madeis repurchased by the Originator pursuant to the Receivables Sale Agreement, then, on such day, Seller shall (x) be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one as of the date on which such representation or warranty was made and (1y) Business Day thereafter shall pay to the Collection Administrative Agent's Account the amount of any such Collection deemed to have been received in on the same manner as actual cash collections are distributed under the terms of this Agreementdate such Collection is so deemed to have been received.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the lesser of (i) the Net Pool Balance and (ii) the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser the Administrative Agent for not later than two (2) Business Days after the benefit of the related Purchasers immediately first day such excess exists an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Administrative Agent), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed in the aggregate 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser the Administrative Agent for not later than two (2) Business Days after the benefit of the related Purchasers on or before the next Business Day first day such excess exists an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Administrative Agent), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Airborne Inc /De/), Receivables Purchase Agreement (Airborne Inc /De/)
Deemed Collections; Purchase Limit. (a) 1. If on any day:
(i) a. the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned or repossessed goods, any shortages, any pricing adjustment, any volume rebate or any other allowance, adjustment or deduction by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) b. the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) c. the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) d. the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) e. any of the representations or warranties of Seller with respect to any Receivable set forth in Article V were not true when made, then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(ivi) through (iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business Day thereafter shall pay to the Collection Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreement.
(b) 2. Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser Agent or otherwise funded by Reliant Trust for the benefit of the related Purchasers on or before the next Business Day an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%Calculation Period then most recently ended in accordance with Article II.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Amerisourcebergen Corp)
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned defective or repossessed goodsrejected goods or services, any shortages, any pricing adjustment, any volume rebate cash discount or any other allowance, adjustment or deduction by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Monthly Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of Seller set forth in Section 5.1 (i), (j), (r), (s) or (t) were not true when made with respect to any Receivable set forth in Article V were not true when madeReceivable, then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business Day thereafter effective as of the next succeeding Settlement Date shall pay to the Collection Agent's Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreementreceived.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers on or before the next Business Day an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.,
Appears in 1 contract
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned defective or repossessed goodsrejected goods or services, any shortages, any pricing adjustment, any volume rebate cash discount or any other allowance, adjustment or deduction by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included with respect to such Receivable in calculating the Net Pool Balance for purposes of any Settlement Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of Seller set forth in Section 5.1(g), (i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable set forth in Article V were not true when madeReceivable, then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included with respect to such Receivable in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business Day thereafter shall pay to the Collection Agent's Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections Collections are distributed under the terms of this Agreement.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Agent), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed in the aggregate 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers on or before the next Business Day succeeding Settlement Date (or, if such excess is discovered on a Settlement Date, on such Settlement Date) an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Agent), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Wolverine Tube Inc)
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned defective or repossessed goodsrejected goods or services, any shortages, Contractual Dilution or other cash discount or adjustment by any pricing adjustment, any volume rebate or any other allowance, adjustment or deduction by Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Monthly Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of Seller set forth in Section 5.1(g), (i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable set forth in Article V were not true when madeReceivable, then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) 2 Business Day Days thereafter shall pay to the Collection Agent’s Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreement.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Agent), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed in the aggregate 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers on or before the next Business Day succeeding Settlement Date (or, if such excess is discovered on a Settlement Date, on such Settlement Date) an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Agent), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 1 contract
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned defective or repossessed goodsrejected goods or services, any shortages, any pricing adjustment, any volume rebate cash discount or any other allowance, adjustment or deduction by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Monthly Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of Seller set forth in Section 5.1(g), (i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable set forth in Article V were not true when madeReceivable, then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business Day thereafter effective as of the next succeeding Settlement Date shall pay to the Collection Agent's Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections Collections are distributed under the terms of this Agreement.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Agent), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed in the aggregate 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers on or before the next Business Day succeeding Settlement Date (or, if such excess is discovered on a Settlement Date, on such Settlement Date) an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Agent), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Adc Telecommunications Inc)
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned defective or repossessed goodsrejected goods or services, any shortages, any pricing adjustment, any volume rebate cash discount or any other allowance, adjustment or deduction by the Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of the Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Monthly Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of Seller set forth in Section 5.1(g), (i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable set forth in Article V were not true when madeReceivable, then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business Day thereafter shall pay to the Collection Agent's Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreementreceived.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Agent), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed in the aggregate 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers on or before the next Business Day succeeding Settlement Date (or, if such excess is discovered on a Settlement Date, on such Settlement Date) an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Agent), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Edwards Lifesciences Corp)
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned or repossessed goods, any shortages, any pricing adjustment, any volume rebate or any other allowance, adjustment or deduction by Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of Seller with respect to any Receivable set forth in Article V were not true when made, then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(ivi) through (iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business Day thereafter shall pay to the Collection Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreement.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser Agent for the benefit of the related Purchasers on or before the next Business Day an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Amerisourcebergen Corp)
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned defective or repossessed goodsrejected goods or services, any shortages, any pricing adjustment, any volume rebate cash discount or any other allowance, adjustment or deduction by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included with respect to such Receivable in calculating the Net Pool Balance for purposes of any Settlement Report (for any reason other than (A) receipt of Collections Collections, (B) fluctuations in the spot rate of exchange for U.S. dollars or Canadian dollars since the date of such Settlement Report, or (C) such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of Seller set forth in Section 5.1(g), (i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable set forth in Article V were not true when madeReceivable, then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included with respect to such Receivable in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business Day thereafter shall pay to the Collection Account Agent's Account, for the benefit of the Purchasers, the amount of any such Collection deemed to have been received in the same manner as actual cash collections Collections are distributed under the terms of this Agreement.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratablyin accordance with Section 1.5(b) such that, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment payment, the Aggregate Invested Amount is less than or equal to does not exceed the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed in the aggregate 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers on or before the next Business Day succeeding Settlement Date or Weekly Adjustment Date (or, if such excess is discovered on a Settlement Date or Weekly Adjustment Date, on such Settlement Date or Weekly Adjustment Date, as the case may be) an amount to be applied to reduce the Aggregate Invested Amount (ratablyin accordance with Section 1.5(b) such that, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment payment, the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Wolverine Tube Inc)
Deemed Collections; Purchase Limit. (a) If on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned defective or repossessed goodsrejected goods or services, any shortages, any pricing adjustment, any volume rebate cash discount or any other allowance, adjustment or deduction by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included with respect to such Receivable in calculating the Net Pool Balance for purposes of any Settlement Report (for any reason other than (A) receipt of Collections Collections, (B) fluctuations in the spot rate of exchange for U.S. dollars or Canadian dollars since the date of such Settlement Report, or (C) such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of Seller set forth in Section 5.1(g), (i), (j), (r), (s), (t) or (u) were not true when made with respect to any Receivable set forth in Article V were not true when made, Receivable,then, on such day, Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included with respect to such Receivable in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one (1) Business Day thereafter shall pay to the Collection Account Agent’s Account, for the benefit of the Purchasers, the amount of any such Collection deemed to have been received in the same manner as actual cash collections Collections are distributed under the terms of this Agreement.
(b) Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratablyin accordance with Section 1.5(b) such that, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment payment, the Aggregate Invested Amount is less than or equal to does not exceed the Purchase Limit.
(c) Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed in the aggregate 100%. If the aggregate of the Receivable Interests exceeds 100%, Seller shall pay to each Purchaser the Agent for the benefit of the related Purchasers on or before the next Business Day succeeding Settlement Date or Weekly Adjustment Date (or, if such excess is discovered on a Settlement Date or Weekly Adjustment Date, on such Settlement Date or Weekly Adjustment Date, as the case may be) an amount to be applied to reduce the Aggregate Invested Amount (ratablyin accordance with Section 1.5(b) such that, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment payment, the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Wolverine Tube Inc)
Deemed Collections; Purchase Limit. (a) If If, other than as a result of Contractual Dilution, on any day:
(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any credit issued for returned defective or repossessed goodsrejected goods or services, any shortages, any pricing adjustment, any volume rebate or any other allowance, adjustment or deduction by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or
(ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff or disputed item in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Settlement Monthly Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or
(v) any of the representations or warranties of the Seller were not true when made with respect to any Receivable set forth in Article V were not true when madeReceivable, then, on such day, the Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses CLAUSES (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause CLAUSE (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than one five (15) Business Day Days thereafter shall pay to the Collection Administrative Agent's Account the amount of any such Collection deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreementreceived.
(b) The Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, the Seller shall pay to each Purchaser the Administrative Agent for the benefit of the related Purchasers immediately an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Administrative Agent), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit.
(c) The Seller shall also ensure that the aggregate of the Receivable Interests shall at no time exceed in the aggregate 100%. If the aggregate of the Receivable Interests exceeds 100%, the Seller shall pay to each Purchaser the Administrative Agent for the benefit of the related Purchasers on or before the next Business Day succeeding Settlement Date (or, if such excess is discovered on a Settlement Date, on such Settlement Date) an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amountas allocated by the Administrative Agent), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100%.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Thomas & Betts Corp)