First Tier Repurchase Sample Clauses
First Tier Repurchase. (a) On the Effective Date, (i) as consideration for the sale of the Subject Receivables, Caraustar Custom shall pay to the Company a purchase price to be mutually agreed upon by Caraustar Custom and the Company (the “First Tier Repurchase Price”) (which each of Caraustar Custom and the Company agrees will represent the fair market value of the First Tier Repurchase Assets (as defined below) and shall be less than or equal to the Prepayment Amount and the Deferred Purchase Price payable to Caraustar Custom from the Company) and (ii) the Company hereby sells, assigns and transfers, without recourse and without representation and warranty, to Caraustar Custom, and Caraustar Custom hereby purchases and accepts all of the Company’s right, title and interest in and to the following (collectively, the “First Tier Repurchase Assets”):
(a) each Subject Receivable; and
(b) all rights to, and obligations under, all Related Assets with respect to such Subject Receivable.
First Tier Repurchase. (a) On the Effective Date, (i) as consideration for the sale of the Subject Loans, CHS Capital shall pay to the Seller a purchase price equal to $107,702,134 (the “First Tier Repurchase Price”) (which each of CHS Capital and the Seller agrees will represent the fair market value of the First Tier Repurchase Assets (as defined below)) in accordance with clause (b) below and (ii) the Seller hereby sells, assigns and transfers, without recourse and without representation and warranty, to CHS Capital, and CHS Capital 753696056 16509877 3 hereby purchases and accepts all of the Seller’s right, title and interest in and to the following (collectively, the “First Tier Repurchase Assets”):
(i) each Subject Loan; and
(ii) all Related Assets with respect to such Subject Loan.
(b) On the Effective Date, at the direction of Seller, the First Tier Repurchase Price shall be settled by reducing the aggregate principal amount of Subordinated Loans owing by the Seller to CHS Capital by an amount equal to the First Tier Repurchase Price.