Payments to Seller. With respect to each Pledged Timeshare Loan, the Borrower shall have (i) received such Pledged Timeshare Loan as a contribution to the capital of the Borrower by the Seller or (ii) purchased such Pledged Timeshare Loan from the Seller in exchange for payment (made by the Seller in accordance with the provisions of the Sale and Contribution Agreement) in an amount which constitutes fair consideration and reasonably equivalent value. No such sale shall have been made for or on account of an antecedent debt owed by the Seller to the Borrower and no such sale is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.
Payments to Seller. If Purchaser shall receive any Royalty Payment that does not consist entirely of Purchased Receivables, Purchaser shall promptly, and in any event no later than five (5) Business Days, following the receipt of such Royalty Payment, remit to Seller the portion, if any, of such Royalty Payment that does not constitute Purchased Receivables.
Payments to Seller. Payments to any Seller under this Agreement shall be made by transfer, via wire transfer, to the following account of Seller:
Payments to Seller. The Purchase Price for each Purchase and all other amounts paid by any Facility Agent or the Administrative Agent hereunder to the Seller shall be made to the Designated Account.
Payments to Seller. With respect to each Receivable, (i) the Borrower has given reasonably equivalent value to the Seller and (ii) the Seller has given reasonably equivalent value to the applicable Originator in consideration therefore, and neither transfer was made for or on account of an antecedent debt.
Payments to Seller. Buyer shall pay, or cause to be paid to, Guarantor, by remitting such amounts to the Guarantor’s operating account as directed in writing by Guarantor to Buyer, or, if an Event of Default has occurred and is continuing, at the direction of Buyer, all amounts in excess of those amounts due to Buyer in accordance with the Principal Agreements on the Business Day immediately following the Business Day on which both (1) a payment by Guarantor, Seller or a Takeout Investor pursuant to a Purchase Commitment and (2) a Purchase Advice relating to such payment without discrepancy has been made to the Funding Deposit Account in accordance with Buyer’s wire instructions set forth on Exhibit F; provided, that Buyer and Seller agree that all amounts received in accordance with this Section 4.13 in the Funding Deposit Account pursuant to a Purchase Commitment before 5:00 p.m. (New York City time) on any Business Day shall be recorded and reported as received on such Business Day and all remittances pursuant to this Section 4.13 shall be made as if such amounts were remitted on the Business Day that such amounts were received in accordance with this Section 4.13 in the Funding Deposit Account as long as such amounts were received before 5:00 p.m. (New York City time) in accordance with this Section 4.13. Amounts received after 5:00 p.m. (New York City time) shall be deemed to have been received on the next Business Day. Buyer shall use reasonable efforts to notify Seller if there is a discrepancy between a wire transfer and the related Purchase Advice, and thereafter, Seller shall notify Buyer as to whether Buyer should accept such settlement payment despite the discrepancy between the amount received and the related Purchase Advice; provided, however, that if an Event of Default, Event of Early Termination or Potential Default has occurred and is continuing, Buyer is not obligated to receive approval from Seller prior to accepting any amounts received and releasing the related Purchased Assets.
Payments to Seller. Buyer shall pay, or cause to be paid to, Seller all amounts in excess of those amounts due to Buyer in accordance with the Principal Agreements on the date on which both (1) a payment by Guarantor, Seller or an Approved Investor pursuant to a Purchase Commitment and (2) a Purchase Advice relating to such payment without discrepancy has been made to the Funding Deposit Account in accordance with Buyer’s wire instructions set forth on Exhibit F; provided, however, that funds and Purchase Advices received by Buyer after [***] (New York City time) shall be deemed to have been received on the next Business Day. Buyer shall use commercially reasonable efforts to notify Seller if there is a discrepancy between a wire transfer and the related Purchase Advice, and thereafter, Seller shall notify Buyer as to whether Buyer should accept such settlement payment despite the discrepancy between the amount received and the related Purchase Advice; provided, however, that if an Event of Default or Default has occurred and is continuing, Buyer is not obligated to receive approval from Seller prior to accepting any amounts received and releasing the related Purchased Assets.
Payments to Seller. With respect to each Receivable sold to the Borrower by the Seller, the Borrower has given reasonably equivalent value to the Seller in consideration for such Receivable and the Related Assets with respect thereto pursuant to, and in accordance with, the Purchase and Sale Agreement and such transfer was not made for or on account of an antecedent debt. No transfer by the Seller of any Receivable is or may be voidable under any Section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§101 et seq.), as amended.
Payments to Seller. (i) By the twentieth (20th) Business Day of each calendar month following the month during which the invoice was submitted (i.e., by the twentieth (20th) Business Day of the second calendar month following the calendar month covered by the invoice in question), (but, except as otherwise provided in subparagraph (ii) of this Section 2.17(a) (Payments to Seller), no later than the last Business Day of that month if there are less than twenty (20) Business Days in that month), Company shall make payment to Seller of the amount payable for the Seller's Total LSP Share shown on such invoice, or provide to Seller an itemized statement of its objections to all or any portion of such invoice and pay Seller its share of any undisputed amount. Any such payment to the Seller shall be subject to adjustment as provided in Section 5 (Adjusting Payment to Seller) of Attachment J (Company Payments for Energy, Dispatchability and Availability of XXXX) to this Agreement, and shall also be subject to Company's right to set-off liquidated damages as provided in Section 2.12 (Payment of Liquidated Damages for Failure to Achieve Performance Metrics; Limitation on Liquidated Damages) of this Agreement.
(ii) Notwithstanding the foregoing, the Day by which the Company shall make payment to Seller hereunder shall be increased by one (1) Day for each Day that Seller is delinquent in providing to the Company either: (i) the Monthly Report for the calendar month in question pursuant to Section 1 (Monthly Report) of Attachment T (Monthly Reporting and Dispute Resolution by Independent AF Evaluator) to this Agreement; or (ii) the information required under Section 2.15 (Seller's Preparation of the Monthly Invoice) of this Agreement.
Payments to Seller. Except as otherwise provided in this Agreement or any Supplement, all payments required to be made to the Seller or the holder of the 1990 Trust Seller's Certificate pursuant to the 1990 Trust Agreement (the right to receive such payments having been conveyed to the Master Trust pursuant to Section 2.01 of this Agreement) shall be paid to the Seller at the times specified in the 1990 Trust Agreement."
