Common use of Methods of Payment Clause in Contracts

Methods of Payment. On the Purchase Date for each Transaction: (i) Buyer may pay the Purchase Price (A) by wire transfer in accordance with Seller’s wire instructions in Exhibit J, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of payment. Notwithstanding the foregoing, Buyer shall not be obligated to pay the Purchase Price under any method of payment to any Closing Agent or warehouse lender that is not an Approved Payee. Further, the payment of the Purchase Price by Buyer to any Closing Agent or warehouse lender that is not an Approved Payee shall not make such Closing Agent or warehouse lender an Approved Payee. Any funds disbursed by Buyer to Seller or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Seller acknowledges that as a result of such applicable laws, regulations and policies, equipment malfunction, Buyer’s approval procedures or circumstances beyond the reasonable control of Buyer, the payment of a Purchase Price using one or more of the methods described above may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer shall not be liable to Seller for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest.

Appears in 4 contracts

Samples: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (loanDepot, Inc.)

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Methods of Payment. On or prior to the Purchase Date for each Transaction: , subject to the satisfaction of all conditions precedent set forth in Section 7.1 (iwith respect to the Initial Transaction) and Section 7.2 (with respect to all Transactions) and as otherwise set forth in this Agreement, Buyer may pay shall remit or cause to be remitted by wire transfer of immediately available funds an amount equal to the Purchase Price (Aand, if requested by Seller in the related Transaction Request, the Haircut; provided, that, Seller has, or has caused, the Haircut to first be remitted to the Funding Deposit Account prior to the consummation of such Transaction) by wire transfer for all Transactions described in the applicable Transaction Request in accordance with Seller’s wire instructions set forth in Exhibit Jthe applicable Transaction Request to Guarantor or to its Approved Payee, as applicable, provided that such Transaction Request is received by Buyer on or prior to two (B2) if Seller is approved Business Days prior to receive such Purchase Date. For the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements avoidance of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transactiondoubt, Buyer shall pay not be required to remit the Purchase Price for all Transactions Haircut to any Approved Payee prior to the transfer by wire transfer. Buyer shall have no obligation to pay Seller of such amount into the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment Funding Deposit account in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of paymentimmediately available funds. Notwithstanding the foregoing, Buyer shall not be obligated to pay the Purchase Price or the related Haircut, if applicable, under any method of payment to any Closing Agent or warehouse lender Person that is not an Approved Payee. Further, the payment of the Purchase Price Price, and the related Haircut, if applicable, by Buyer to any Closing Agent or warehouse lender Person that is not an Approved Payee shall not make such Closing Agent or warehouse lender Person an Approved Payee. Any funds disbursed by Buyer to Seller Guarantor or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Each of Guarantor and Seller acknowledges that as a result of Buyer’s compliance with such applicable laws, regulations and policies, or equipment malfunction, Buyer’s approval procedures or circumstances malfunction beyond the reasonable control of Buyer, the payment of a Purchase Price using one or more of and the methods described above related Haircut, if applicable, may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer shall not be liable to Seller or Guarantor for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest.

Appears in 3 contracts

Samples: Master Repurchase Agreement (Radian Group Inc), Master Repurchase Agreement (Radian Group Inc), Master Repurchase Agreement (Radian Group Inc)

Methods of Payment. On the Purchase Date for each Transaction: (i) Buyer may pay the Purchase Price (A) by wire transfer in accordance with Seller’s wire instructions in Exhibit J, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of payment. Notwithstanding the foregoing, Buyer shall not be obligated to pay the Purchase Price under any method of payment to any Closing Agent or warehouse lender that is not an Approved Payee. Further, the payment of the Purchase Price by Buyer to any Closing Agent or warehouse lender that is not an Approved Payee shall not make such Closing Agent or warehouse lender an Approved Payee. Any funds disbursed by Buyer to Seller or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Seller acknowledges that as a result of such applicable laws, regulations and policies, equipment malfunction, Buyer’s approval procedures or circumstances beyond the reasonable control of Buyer, the payment of a Purchase Price using one or more of the methods described above may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer shall not be liable to Seller for any costs, losses or damages arising from or relating to any such delays, ; or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest.

Appears in 3 contracts

Samples: Master Repurchase Agreement (Tree.com, Inc.), Master Repurchase Agreement (Tree.com, Inc.), Master Repurchase Agreement (Tree.com, Inc.)

Methods of Payment. On or prior to the Purchase Date for each Transaction: , subject to the satisfaction of all conditions precedent set forth in Section 5.01 (iwith respect to the Initial Transaction) and Section 5.02 and as otherwise set forth in this Agreement, Buyer may pay shall instruct the Disbursement Account Bank to remit by wire transfer of same day funds the Purchase Price for all Transactions to the Disbursement Account no later than two (A2) hours prior to a requested Transaction for all Transactions where all conditions precedent set forth in Section 5.01 (with respect to the Initial Transaction) and Section 5.02 and as otherwise set forth in this Agreement have been satisfied. Buyer shall not be obligated to comply with any Transaction Request received at any time after 3:00 p.m. (New York City time). Upon receipt of such funds and the receipt of the Haircut with respect to such Transactions pursuant to Section 4(a) of the Disbursement Agent Agreement, as applicable, the Disbursement Agent shall remit such funds by wire transfer in accordance with Seller’s 's wire instructions set forth in Exhibit Jthe applicable Transaction Request or to its Approved Payee, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of paymentas applicable. Notwithstanding the foregoing, following notice to Seller, Buyer shall not be obligated to direct the Disbursement Agent to pay, and the Disbursement Agent shall not be obligated to pay in accordance with such direction of Buyer, the Purchase Price and the related Haircut, as applicable, under any method of payment to any Closing Agent Agent, Qualified Originator or warehouse lender Warehouse Lender that is not an Approved Payee. Further, the payment of the Purchase Price and the related Haircut, as applicable, by Buyer the Disbursement Agent to any Closing Agent Agent, Qualified Originator or warehouse lender Warehouse Lender that is not an Approved Payee shall not make such Closing Agent Agent, Qualified Originator or warehouse lender Warehouse Lender an Approved Payee. Any funds disbursed by Buyer to the Disbursement Account or by the Disbursement Agent to Seller or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Seller acknowledges that as a result of such applicable laws, regulations and policies, equipment malfunction, Buyer’s or the Disbursement Agent's approval procedures or circumstances beyond the reasonable control of BuyerBuyer or the Disbursement Agent, the payment of a Purchase Price using one or more of and the methods described above related Haircut, as applicable, may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to Buyer or the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer Disbursement Agent shall not be liable to Seller for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest.

Appears in 2 contracts

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (Pennymac Financial Services, Inc.)

Methods of Payment. On or prior to the Purchase Date for each Transaction: , subject to the satisfaction of all conditions precedent set forth in Section 7.1 (iwith respect to the initial Transaction) and Section 7.2 (with respect to all Transactions) and as otherwise set forth in this Agreement, Buyer may pay shall remit or cause to be remitted by wire transfer of same day funds the Purchase Price for all Transactions to the Disbursement Account on or prior to 4:00 p.m. (ANew York City time) on such Purchase Date. Upon receipt of such funds and the receipt of the Haircut with respect to such Transactions pursuant to the Disbursement Agent and Account Bank Agreement, as applicable, the related Transaction Request, the Disbursement Agent shall remit such funds by wire transfer in accordance with Seller’s wire instructions set forth in Exhibit Jthe applicable Transaction Request to Guarantor or to its Approved Payee, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of paymentas applicable. Notwithstanding the foregoing, Buyer shall not be obligated to direct the Disbursement Agent to pay, and the Disbursement Agent shall not be obligated to pay in accordance with such direction of Buyer, the Purchase Price and the related Haircut, as applicable, under any method of payment to any Closing Agent or warehouse lender Person that is not an Approved Payee. Further, the payment of the Purchase Price and the related Haircut, as applicable, by Buyer the Disbursement Agent to any Closing Agent or warehouse lender Person that is not an Approved Payee shall not make such Closing Agent or warehouse lender Person an Approved Payee. Any funds disbursed by Buyer to Seller the Disbursement Account or by the Disbursement Agent to Guarantor or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Each of Guarantor and Seller acknowledges that as a result of Buyer’s or Disbursement Agent’s compliance with such applicable laws, regulations and policies, equipment malfunctionmalfunction beyond the reasonable control of Buyer or the Disbursement Agent, Buyer’s or the Disbursement Agent’s approval procedures or circumstances beyond the reasonable control of BuyerBuyer or the Disbursement Agent, the payment of a Purchase Price using one or more of and the methods described above related Haircut, as applicable, may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer shall not be liable to Seller for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest.

Appears in 1 contract

Samples: Master Repurchase Agreement (UWM Holdings Corp)

Methods of Payment. On or prior to the Purchase Date for each Transaction: , subject to the satisfaction of all conditions precedent set forth in Section 7.1(b) (iwith respect to the initial Transaction) and Section 7.2 (with respect to all Transactions) and as otherwise set forth in this Agreement, Buyer may pay shall remit or cause to be remitted by wire transfer of same day funds the Purchase Price for all Transactions described in the applicable Transaction Request to the Disbursement Account on or prior to [***] (ANew York City time) on such Purchase Date. Upon receipt of such funds and the receipt of the Haircut with respect to such Transactions pursuant to the Custodial and Disbursement Agreement, as applicable, and the related Transaction Request, the Disbursement Agent shall remit such funds by wire transfer in accordance with Seller’s wire instructions set forth in Exhibit Jthe applicable Transaction Request to Seller or to its Approved Payee, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of paymentas applicable. Notwithstanding the foregoing, Buyer shall not be obligated to direct the Disbursement Agent to pay, and the Disbursement Agent shall not be obligated to pay in accordance with such direction of Buyer, the Purchase Price and the related Haircut, as applicable, under any method of payment to any Closing Agent or warehouse lender Person that is not an Approved Payee. Further, the payment of the Purchase Price and the related Haircut, as applicable, by Buyer the Disbursement Agent to any Closing Agent or warehouse lender Person that is not an Approved Payee shall not make such Closing Agent or warehouse lender Person an Approved Payee. Any funds disbursed by Buyer to Seller the Disbursement Account or its by the Disbursement Agent to Seller, Guarantor or an Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Each of Guarantor and Seller acknowledges that as a result of Buyer’s or Disbursement Agent’s compliance with such applicable laws, regulations and policies, equipment malfunctionmalfunction beyond the reasonable control of Buyer or the Disbursement Agent, Buyer’s or the Disbursement Agent’s approval procedures or circumstances beyond the reasonable control of BuyerBuyer or the Disbursement Agent, the payment of a Purchase Price using one or more of and the methods described above related Haircut, as applicable, may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to Buyer or the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer Disbursement Agent shall not be liable to Seller or Guarantor for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest.

Appears in 1 contract

Samples: Master Repurchase Agreement (Home Point Capital Inc.)

Methods of Payment. On the Purchase Date for each Transaction: (i) Buyer may pay the Purchase Price (A) by wire transfer in accordance with Seller’s wire instructions in Exhibit J, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of payment. Notwithstanding the foregoing, Buyer shall not be obligated to pay the Purchase Price under any method of payment to any Closing Agent or warehouse lender that is not an Approved Payee. Further, the payment of the Purchase Price by Buyer to any Closing Agent or warehouse lender that is not an Approved Payee shall not make such Closing Agent or warehouse lender an Approved Payee. Any funds disbursed by Buyer to Seller or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Seller acknowledges that as a result of such applicable laws, regulations and policies, equipment malfunction, Buyer’s approval procedures or circumstances beyond the reasonable control of Buyer, the payment of a Purchase Price using one or more of the methods described above may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer shall not be liable to Seller loanDepot Parties for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan Asset or an Underlying Asset is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse lender or other lender that has a security interest in the such Purchased Mortgage Loan Asset or Underlying Asset, as applicable, to satisfy the related indebtedness and obtain a release of such security interest.

Appears in 1 contract

Samples: Master Repurchase Agreement (loanDepot, Inc.)

Methods of Payment. On (a) All payments required to be made by the Purchase Date for each Transaction: (i) Escrow Agent to Buyer may pay the Purchase Price (A) under this Escrow Agreement shall be made by wire transfer of immediately available funds. Any wire transfers shall be made subject to, and in accordance with, the Escrow Agent’s normal funds transfer procedures in effect from time to time. The Escrow Agent shall be entitled to rely upon all bank and account information provided to the Escrow Agent by any of the Escrow Parties. The Escrow Agent shall have no duty to verify or otherwise confirm any written wire transfer instructions but it may do so in its discretion on any occasion without incurring any liability to any of the Escrow Parties for failing to do so on any other occasion. The Escrow Agent shall process all wire transfers based on bank identification and account numbers rather than the names of the intended recipient of the funds, even if such numbers pertain to a recipient other than the recipient identified in the payment instructions. The Escrow Agent shall have no duty to detect any such inconsistencies and shall resolve any such inconsistencies by using the account number. (b) Any distribution of all or a portion of the Escrow Fund to the Participating Holders shall be made in accordance with Seller’s wire instructions the percentages set forth opposite such holders’ respective names on Attachment B hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Fund otherwise payable to a Participating Holder who has not, according to a written notice provided by Buyer to the Escrow Agent prior to such distribution, surrendered pursuant to the terms of the Merger Agreement his, her or its Certificates; provided further, that such Attachment B shall be appropriately revised by Buyer, upon written notice to the Escrow Agent and the Stockholder Representative, in Exhibit J, (B) if Seller is approved the event that Dissenting Shares as of the Effective Time are converted into the right to receive the Purchase Price via cashiers check Total Consideration (as defined in the Merger Agreement) following the date of this Escrow Agreement and has requested appropriate adjustment shall be made to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts each Participating Holder’s disbursement hereunder. Any such withheld amounts shall be delivered to Buyer promptly after the Termination Date, and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment shall be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of payment. Notwithstanding the foregoing, Buyer shall not be obligated to pay the Purchase Price under any method of payment to any Closing Agent or warehouse lender that is not an Approved Payee. Further, the payment of the Purchase Price delivered by Buyer to any Closing Agent or warehouse lender that is not an Approved Payee shall not make the Participating Holders to whom such Closing Agent or warehouse lender an Approved Payeeamounts would have otherwise been distributed upon surrender of such Certificates. Any funds disbursed by Buyer Distributions to Seller or its Approved Payee the Participating Holders shall be subject made by mailing checks to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System such holders at their respective addresses shown on Reduction of Payments System Risk. Seller acknowledges that Attachment B (or such other address as a result of such applicable laws, regulations and policies, equipment malfunction, Buyer’s approval procedures or circumstances beyond the reasonable control of Buyer, the payment of a Purchase Price using one or more of the methods described above may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released provided in writing to the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted Escrow Agent by the funding draft following presentment of the draft to the payor bank. Buyer shall not be liable to Seller for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interestStockholder Representative).

Appears in 1 contract

Samples: Merger Agreement (IntraLinks Holdings, Inc.)

Methods of Payment. On or prior to the Purchase Date for each Transaction: , subject to the satisfaction of all conditions precedent set forth in Section 7.1 (iwith respect to the Initial Transaction) and Section 7.2 (with respect to all Transactions) and as otherwise set forth in this Agreement, Buyer may pay shall remit or cause to be remitted by wire transfer of immediately available funds the Purchase Price for all Transactions described in the applicable Transaction Request to the Disbursement Account within one (A1) hour of the receipt by the Buyer of such Transaction Request from Seller, provided that such Transaction Request is received by Buyer on or prior to 4:00 p.m. (New York city time) on such Purchase Date. Upon receipt of such funds, the receipt of the Haircut with respect to such Transactions pursuant to the Disbursement Agent and Account Bank Agreement, as applicable, and the related Transaction Request, the Disbursement Agent shall remit such funds by wire transfer in accordance with Seller’s wire instructions set forth in Exhibit Jthe applicable Transaction Request to Guarantor or to its Approved Payee, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of paymentas applicable. Notwithstanding the foregoing, Buyer shall not be obligated to direct the Disbursement Agent to pay, and the Disbursement Agent shall not be obligated to pay in accordance with such direction of Buyer, the Purchase Price and the related Haircut, as applicable, under any method of payment to any Closing Agent or warehouse lender Person that is not an Approved Payee. Further, the payment of the Purchase Price and the related Haircut, as applicable, by Buyer the Disbursement Agent to any Closing Agent or warehouse lender Person that is not an Approved Payee shall not make such Closing Agent or warehouse lender Person an Approved Payee. Any funds disbursed by Buyer to Seller the Disbursement Account or by the Disbursement Agent to Guarantor or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Each of Guarantor and Seller acknowledges that as a result of Buyer’s or Disbursement Agent’s compliance with such applicable laws, regulations and policies, or equipment malfunction, Buyer’s approval procedures or circumstances malfunction beyond the reasonable control of BuyerBuyer or the Disbursement Agent, the payment of a Purchase Price using one or more of and the methods described above related Haircut, as applicable, may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to Buyer or the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer Disbursement Agent shall not be liable to Seller or Guarantor for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest.

Appears in 1 contract

Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)

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Methods of Payment. On All distributions by the Purchase Date for each Transaction: (i) Buyer may pay the Purchase Price (A) Escrow Agent under this Agreement shall be made in USD by wire funds transfer in accordance with Sellerwritten payment instructions provided to the Escrow Agent by the Escrow Party receiving or directing payment of the funds. Funds transfers shall be made subject to, and in accordance with, the Escrow Agent’s wire normal funds transfer procedures in effect from time to time. If no funds transfer instructions are provided in the Joint Instructions or other written payment instructions permitted hereunder, the Escrow Agent is authorized to make distributions to the Escrow Parties using the funds transfer information set forth for the Escrow Parties in Exhibit J, (B) if Seller is approved B attached hereto. The Escrow Parties shall promptly notify the Escrow Agent of any changes to receive their funds transfer information contained in Exhibit B and the Purchase Price via cashiers check and has requested Escrow Agent may rely on the funds transfer information contained in Exhibit B until notified of a change in writing with a reasonable opportunity to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8act thereon. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer The Escrow Agent shall have no obligation duty to pay verify or otherwise confirm any written funds transfer information set forth in Exhibit B or in any Joint Instructions or other written payment instructions permitted hereunder but it may do so in its discretion on any occasion without incurring any liability to any of the Purchase Price by cashiers check Escrow Parties for failing to do so on any other occasion. If the funds transfer information contained in any Joint Instructions or funding draft unless in any other written instructions permitted hereunder differs from the funds transfer information in Exhibit B, the Escrow Agent will call the Escrow Party receiving the distribution to confirm the Joint Instruction or other written payment instructions permitted hereunder (a “Callback”) using the contact information contained in the Authorized Representative Certificates delivered to the Escrow Agent in accordance with Section 14 in respect of an Escrow Party that is an entity and the contact information contained in Section 13 for an Escrow Party that is an individual, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons identified therein. If the applicable Escrow Party cannot be reached or cannot confirm the instructions, the Escrow Agent shall not process the transfer until Seller has requested such time as the applicable Escrow Party can be reached or otherwise confirm the instructions and shall not bear any liability to receive payment any Escrow Party for any delay in completing the transfer. The Escrow Parties agree that making a Callback under the circumstances described herein is a commercially reasonable security procedure and that in connection with Callbacks, the Escrow Agent may record such manner and Seller has otherwise complied with all applicable policies and calls according to the Escrow Agent’s standard operating procedures regarding such methods of paymentor as the Escrow Agent deems appropriate for security and/or service purposes. Notwithstanding the foregoing, Buyer The Escrow Parties agree that a funds transfer shall not be obligated deemed to pay be unauthorized or erroneous if executed in conformity with Joint Instructions or other written payment instructions permitted hereunder accepted by the Purchase Price under Escrow Agent in good faith. The Escrow Agent shall be entitled to rely upon all bank and account information provided to the Escrow Agent in Exhibit B or in any method of Joint Instructions or other written payment to any Closing instructions permitted hereunder. The Escrow Agent or warehouse lender that is not an Approved Payee. Further, shall process all funds transfers based on bank identification and account numbers rather than the payment names of the Purchase Price by Buyer to any Closing Agent or warehouse lender that is not an Approved Payee shall not make such Closing Agent or warehouse lender an Approved Payee. Any funds disbursed by Buyer to Seller or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies intended recipient of the Board of Governors of funds, even if such numbers pertain to a recipient other than the Federal Reserve System on Reduction of Payments System RiskEscrow Party to whom the funds are being transferred or any third-party recipient identified in Joint Instructions or other written payment instructions permitted hereunder. Seller acknowledges that as a result of The Escrow Agent shall have no duty to detect any such applicable laws, regulations inconsistencies and policies, equipment malfunction, Buyer’s approval procedures or circumstances beyond shall resolve any such inconsistencies by using the reasonable control of Buyer, account number. The Escrow Parties agree the payment of a Purchase Price using one or more of Escrow Agent may execute funds transfers by any means the methods described above may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to the payee until Buyer, Escrow Agent in its sole and good faith discretion, has reviewed believes is reasonable and accepted convenient given the funding draft following presentment of the draft to the payor bank. Buyer shall not be liable to Seller for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interestcircumstances.

Appears in 1 contract

Samples: Escrow Agreement (Tungray Technologies Inc)

Methods of Payment. On or prior to the Purchase Date for each Transaction: , subject to the satisfaction of all conditions precedent set forth in Section 7.1 (iwith respect to the initial Transaction) and Section 7.2 (with respect to all Transactions) and as otherwise set forth in this Agreement, Buyer may pay shall remit or cause to be remitted by wire transfer of same day funds the Purchase Price for all Transactions described in the applicable Transaction Request to the Disbursement Account on or prior to [***] (ANew York City time) on such Purchase Date. Upon receipt of such funds and the receipt of the Haircut with respect to such Transactions pursuant to the Custodial and Disbursement Agreement, as applicable, the related Transaction Request, the Disbursement Agent shall remit such funds by wire transfer in accordance with Seller’s wire instructions set forth in Exhibit Jthe applicable Transaction Request to Seller or to its Approved Payee, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of paymentas applicable. Notwithstanding the foregoing, Buyer shall not be obligated to direct the Disbursement Agent to pay, and the Disbursement Agent shall not be obligated to pay in accordance with such direction of Buyer, the Purchase Price and the related Haircut, as applicable, under any method of payment to any Closing Agent or warehouse lender Person that is not an Approved Payee. Further, the payment of the Purchase Price and the related Haircut, as applicable, by Buyer the Disbursement Agent to any Closing Agent or warehouse lender Person that is not an Approved Payee shall not make such Closing Agent or warehouse lender Person an Approved Payee. Any funds disbursed by Buyer to the Disbursement Account or by the Disbursement Agent to Seller or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Each of Guarantor and Seller acknowledges that as a result of Buyer’s or Disbursement Agent’s compliance with such applicable laws, regulations and policies, equipment malfunctionmalfunction beyond the reasonable control of Buyer or the Disbursement Agent, Buyer’s or the Disbursement Agent’s approval procedures or circumstances beyond the reasonable control of BuyerBuyer or the Disbursement Agent, the payment of a Purchase Price using one or more of and the methods described above related Haircut, as applicable, may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to Buyer or the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer Disbursement Agent shall not be liable to Seller or Guarantor for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest.

Appears in 1 contract

Samples: Master Repurchase Agreement (Home Point Capital Inc.)

Methods of Payment. On the Purchase Date for each Transaction: (i) Buyer may pay the Purchase Price (A) by wire transfer in accordance with Seller’s wire instructions in Exhibit J, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of payment. Notwithstanding the foregoing, Buyer shall not be obligated to pay the Purchase Price under any method of payment to any Closing Agent or warehouse lender that is not an Approved Payee. Further, the payment of the Purchase Price by Buyer to any Closing Agent or warehouse lender that is not an Approved Payee shall not make such Closing Agent or warehouse lender an Approved Payee. Any funds disbursed by Buyer to Seller or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Seller acknowledges that as a result of such applicable laws, regulations and policies, equipment malfunction, Buyer’s approval procedures or circumstances beyond the reasonable control of Buyer, the payment of a Purchase Price using one or more of the methods described above may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer shall not be liable to Seller for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest. (iii) Buyer shall pay the Purchase Price directly to Seller, or an Approved Payee as otherwise directed by Seller, subject to (A) an Event of Default not existing or occurring as a result thereof and (B) the continued effectiveness and no breach in that certain Protection Letter for Transfers to Corporate Account executed and delivered by Seller and Seller’s parent Pulte Homes, Inc., for the benefit of Buyer.

Appears in 1 contract

Samples: Master Repurchase Agreement (Pulte Homes Inc/Mi/)

Methods of Payment. On or prior to the Purchase Date for each Transaction: , subject to the satisfaction of all conditions precedent set forth in Section 7.1 (iwith respect to the initial Transaction) Buyer may pay and Section 7.2 and as otherwise set forth in this Agreement and if Seller has deposited the related Haircut into the Funding Account, Administrative Agent, on behalf of Buyers, shall make available in same day funds the Purchase Price for all Transactions upon satisfaction of all conditions precedent set forth in Section 7.1 (Awith respect to the initial Transaction) and Section 7.2 and as otherwise set forth in this Agreement having been satisfied on or prior to 5:00 p.m. (New York City time) on such Purchase Date. Upon receipt of the Haircut with respect to such Transactions, the Administrative Agent shall remit the Haircut and the Purchase Price by wire transfer in accordance with Seller’s wire instructions set forth in Exhibit Jthe applicable Transaction Request or to its Approved Payee, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of paymentas applicable. Notwithstanding the foregoing, Buyer Administrative Agent and Buyers shall not be obligated to pay the Purchase Price and the related Haircut, as applicable, under any method of payment to any Closing Agent or warehouse lender Person that is not an Approved Payee. Further, the payment of the Purchase Price and the related Haircut, as applicable, by Buyer the Administrative Agent to any Closing Agent or warehouse lender Person that is not an Approved Payee shall not make such Closing Agent or warehouse lender Person an Approved Payee. Any funds disbursed by Buyer Administrative Agent, on behalf of Buyers, to Seller or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Seller acknowledges that as a result of such applicable laws, regulations and policies, equipment malfunction, ​ ​ ​ Administrative Agent’s or any Buyer’s approval procedures or circumstances beyond the reasonable control of BuyerAdministrative Agent or any Buyers, the payment of a Purchase Price using one or more of and the methods described above related Haircut, as applicable, may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws Administrative Agent and funds will not be released to the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer Buyers shall not be liable to Seller for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest.. ​

Appears in 1 contract

Samples: Master Repurchase Agreement (EXP World Holdings, Inc.)

Methods of Payment. On or prior to the Purchase Date for each Transaction: , subject to the satisfaction of all conditions precedent set forth in Section 7.1 (iwith respect to the Initial Transaction) and Section 7.2 and as otherwise set forth in this Agreement, Buyer may pay shall remit by wire transfer of same day funds the Purchase Price for all Transactions to the Disbursement Account within one (A1) hour of all conditions precedent set forth in Section 7.1 (with respect to the Initial Transaction) and Section 7.2 and as otherwise set forth in this Agreement having been satisfied on or prior to 4:30 p.m. (New York City time) on such Purchase Date. Buyer will make reasonable efforts to comply with any Transaction Request received at any time after 4:30 p.m. (New York City time). Upon receipt of such funds and the receipt of the Haircut with respect to such Transactions pursuant to Section 4(b) of the Disbursement Agent Agreement, as applicable, the Disbursement Agent shall remit such funds by wire transfer in accordance with Seller’s wire instructions set forth in Exhibit Jthe applicable Transaction Request or to its Approved Payee, (B) if Seller is approved to receive the Purchase Price via cashiers check and has requested to receive the Purchase Price via cashiers check, by cashiers check or (C) if Seller is approved to present funding drafts to Buyer and Seller has requested to receive the Purchase Price via funding draft, by funding draft, subject to the requirements of Section 3.8. Unless Seller is approved to receive the Purchase Price via cashiers check or funding draft and Seller has requested that payment be made using one of these methods for a particular Transaction, Buyer shall pay the Purchase Price for all Transactions by wire transfer. Buyer shall have no obligation to pay the Purchase Price by cashiers check or funding draft unless and until Seller has requested to receive payment in such manner and Seller has otherwise complied with all applicable policies and procedures regarding such methods of paymentas applicable. Notwithstanding the foregoing, Buyer shall not be obligated to direct the Disbursement Agent to pay, and the Disbursement Agent shall not be obligated to pay in accordance with such direction of Buyer, the Purchase Price and the related Haircut, as applicable, under any method of payment to any Closing Agent or warehouse lender Person that is not an Approved Payee. Further, the payment of the Purchase Price and the related Haircut, as applicable, by Buyer the Disbursement Agent to any Closing Agent or warehouse lender Person that is not an Approved Payee shall not make such Closing Agent or warehouse lender Person an Approved Payee. Any funds disbursed by Buyer to the Disbursement Account or by the Disbursement Agent to Seller or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Seller acknowledges that as a result of such applicable laws, regulations and policies, equipment malfunction, Buyer’s or the Disbursement Agent’s approval procedures or circumstances beyond the reasonable control of BuyerBuyer or the Disbursement Agent, the payment of a Purchase Price using one or more of and the methods described above related Haircut, as applicable, may be delayed. Further, Seller acknowledges that a funding draft may not constitute “good funds” under certain state laws and funds will not be released to Buyer or the payee until Buyer, in its sole and good faith discretion, has reviewed and accepted the funding draft following presentment of the draft to the payor bank. Buyer Disbursement Agent shall not be liable to Seller for any costs, losses or damages arising from or relating to any such delays, or (ii) Notwithstanding the foregoing, where a Purchased Mortgage Loan is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse or other lender that has a security interest in the Purchased Mortgage Loan to satisfy the related indebtedness and obtain a release of such security interest.

Appears in 1 contract

Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)

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