Deemed Repurchase by the Sellers Sample Clauses

Deemed Repurchase by the Sellers. Notwithstanding anything herein to the contrary, if the Administrative Agent does not, on or before 12:00 p.m. (New York time) on a given Settlement Date, receive from the Purchasers the full amount of the expected Payment Amount payable on such Settlement Date (a “Funding Deficiency”), then any positive Payment Amount for such Settlement Date will be reduced to $0 in accordance with the definition thereof, and without any further action on the part of the Administrative Agent, any Purchaser or any Seller, the Net Face Value of Billed Receivables acquired by the Administrative Agent (on behalf of the Purchasers) during the immediately preceding Settlement Period will automatically be deemed to be repurchased by the relevant Seller (a “Deemed Repurchase”); provided, that nothing in this Section 2.2 shall cause any Receivables subject to a Deemed Repurchase to be ineligible for future sale by such Seller to the Administrative Agent (on behalf of the Purchasers) under Section 2.1.
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Deemed Repurchase by the Sellers. Notwithstanding anything herein to the contrary, if (a) the Total Outstanding Amount exceeds the Maximum RBS Funding Amount and (b) the Purchaser does not, on or before 2:00 p.m. (New York time) on a given Settlement Date, receive from the Participants the full amount of the Participation Share relating to the Payment Amount payable on such Settlement Date, then the Payment Amount will be reduced in accordance with the definition thereof, and without any further action on the part of the Purchaser or any Seller, the requisite Net Face Value of Billed Receivables acquired by the Purchaser during the immediately preceding Settlement Period will automatically be deemed to be repurchased by the relevant Seller (a “Deemed Repurchase”), and the Purchased Receivables allocated for such automatic repurchase shall be selected based on Maturity Date (such that the relevant Seller(s) shall be deemed to repurchase the Purchased Receivable with the latest Maturity Date first, then the Purchased Receivable with the second latest Maturity Date, and the allocation shall continue in the same manner until Purchased Receivables with a total Net Face Value equal to or greater than the shortfall in the Participation Share have been repurchased by the relevant Seller(s)); provided, that each Deemed Repurchase shall be for whole Billed Receivables and not a portion thereof.
Sample 1

Related to Deemed Repurchase by the Sellers

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Indemnity by the Seller The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Buyer Indemnitee:

  • Deliveries by the Seller At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following:

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • Termination by the Purchaser This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

  • Closing Deliveries by the Sellers At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:

  • REPURCHASES BY THE COMPANY Without limiting the generality of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

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