Deferred Purchase Price Sample Clauses

Deferred Purchase Price. On each Business Day on and after the Final Payout Date, the Master Servicer, on behalf of the Administrative Agent on behalf of the Funding Agents for the benefit of the Investors, shall pay to the SPV an amount equal to the Collections of Receivables received by the SPV less the accrued and unpaid Servicing Fee (and the SPV (or the Master Servicer on its behalf) shall apply such Collections in the manner described in Section 2.14).

Deferred Purchase Price. On the Initial Closing Date, and, thereafter, in each Settlement Statement, the Servicer shall calculate the Deferred Purchase Price as of the last day of the full Accounting Period most recently completed, which shall be an amount equal to the sum of (1) the Credit Enhancement Reserve, plus (2) the Yield Reserve, plus (3) the Servicer's Compensation Reserve; provided, that if a Liquidation Day occurs, the Deferred Purchase Price will thereafter be the amount of the Deferred Purchase Price at the close of business on the day immediately preceding such Liquidation Day.

Deferred Purchase Price. In accordance with the terms of this Agreement, the Servicer shall, on behalf of the Administrative Agent and each Purchaser, be deemed to automatically and immediately pay to the Seller the Deferred Purchase Price from time to time (i) prior to the Final Payout Date, when and to the extent funds are available therefor pursuant to Section 3.01 and (ii) after the Final Payout Date, on each Business Day from Collections to the extent such Collections exceed the accrued and unpaid Servicing Fee, in each case without further set-off or counterclaim. Any payment of any amount of Deferred Purchase Price shall be deemed to be made by each Purchaser according to its Percentage of such amount.

Deferred Purchase Price. (a) As additional consideration for the sale, assignment, transfer and delivery of the Assets by Seller to Buyer, Buyer will pay Seller a deferred purchase price based on the percentage of Buyer's Total Covered Sales according to the percentages and minimum amounts set forth on Schedule 2.4 (the "Deferred Purchase Price"). Payment of the Deferred Purchase Price shall be made quarterly based on a calendar year, with payments being due forty-five (45) days after the end of each quarter. (i) Buyer shall make payments of the Deferred Purchase Price in accordance with Schedule 2.4(a) for a period (the "Deferred Payment Period") equal to the longer of: (a) four (4) years, or (b) until the combined total of payments of the Deferred Purchase Price and Royalty Payments (as defined in Section 2.5 below) equals Two Million Dollars ($2,000,000) ("Minimum Deferred Purchase Price"). (ii) Buyer shall pay Seller at least twenty-five percent (25%) of the minimum Deferred Purchase Price Payment for each year as set forth in Schedule 2.4(b) on a quarterly basis; provided, that, in the year in which the Minimum Deferred Purchase Price is met and for the remainder of that Deferred Payment Period, the annual minimum payment requirement shall not apply. Any minimum quarterly payments to be paid shall be paid forty-five (45) days after the end of each calendar quarter. (iii) Upon a Change in Control in Buyer, Buyer shall pay Seller the difference between the Minimum Deferred Purchase Price and the sum of the Deferred Purchase Price Payments and Royalty Payments through the effective date of the Change in Control Transaction. If the Deferred Payment Period has not exceeded the four (4) year period when the Change in Control occurs, then the successor in interest to the Buyer shall continue to make payments of the Deferred Purchase Price according to Schedule 2.4(a) through the end of the four (4) year period from the Closing Date hereof, but only to the extent and in the amount that the Deferred Purchase Price, determined under Schedule 2.4(a) exceeds the applicable Annual Minimum Payment, set forth in Schedule 2.4(b). (b) Payments shall be made by wire transfer or delivery of other immediately available funds as directed by Seller. (c) Buyer shall have its financial records reviewed by a certified public accountant each year during the Deferred Payment Period. Promptly after the end of each calendar year during the Deferred Payment Period, Buyer shall provide Seller with statemen...

Deferred Purchase Price. In accordance with the terms of this Agreement, the Servicer shall, on behalf of the Agent and each Investor, be deemed to automatically and immediately pay to the Seller the Deferred Purchase Price from time to time, (i) prior to the Final Payout Date, when and to the extent funds are available therefor pursuant to Section 3.01 and (ii) after the Final Payout Date, on each Business Day from Collections to the extent such Collections exceed the accrued and unpaid Servicing Fee, in each case without further set-off or counterclaim; provided, that, the release of such Collections to the Seller shall constitute payment of the Deferred Purchase Price. Any payment of any amount of Deferred Purchase Price shall be deemed to be made by each Investor according to its Percentage of such amount. For the avoidance of doubt, any obligation of a Conduit Investor with respect to payment of the Deferred Purchase Price shall be subject in all respects to Section 12.05.

Deferred Purchase Price. The Servicer, on behalf of the Administrator and the Purchasers, shall pay to the Seller, from Collections, the amounts payable to the Seller from time to time pursuant to Section 1.6(b)(ii), Section 1.6(b)(iv) and clause sixth of Section 1.6(d)(ii) (such amounts, the “Deferred Purchase Price” with respect to the Purchased Assets) at the times specified in such Sections, which remittances shall satisfy the obligation (up to the amount actually received by the Seller or Servicer) of the Administrator on behalf of the Purchasers to pay the Deferred Purchase Price with respect to the Purchased Assets to the Seller. The parties hereto acknowledge and agree that the Administrator and the Purchasers shall have the right to, and intend to, set off (i) the Seller’s obligation to pay (or cause to be paid) to the Purchasers (or to the Administrator on their behalf) all Collections on the portion of the Purchased Assets attributable to the Deferred Purchase Price against (ii) the Administrator’s and the Purchasers’ obligations to pay (or cause to be paid) to the Seller the Deferred Purchase Price.

Deferred Purchase Price. That portion of the Purchase Price for each Lot that is identified as the Deferred Purchase Price in Section 2 above is due and payable by Purchaser to Seller, as provided in and pursuant to the terms of the Lot Development Agreement.

Deferred Purchase Price. The Applicable Servicer, on behalf of the Purchaser, shall pay to the applicable Seller, from Collections, the amounts payable to such Seller from time to time pursuant to Section 1.6(b)(ii), Section 1.6(b)(iv) and the last paragraph of Section 1.6(d) (such amounts, the “Deferred Purchase Price” with respect to the Purchased Assets) at the times specified in such Sections and determined in accordance with Section 1.8(f).

Deferred Purchase Price. (a) For the purposes of this Section 3.5, the terms listed below shall have the following meanings: