Portfolio Collections Adjustment Sample Clauses

Portfolio Collections Adjustment. In the event the Closing Date shall be on or after August 1, 2005, the Purchase Price shall be reduced, dollar for dollar, for all portfolio collections received in respect of the Accounts by any Seller Parties on or after August 1, 2005, net of (i) related servicing fees charged by any Seller Parties pursuant to agreements set forth on Schedule 2.4(a) to the Seller Disclosure Letter and consistent with past practice and (ii) other administrative costs incurred consistent with past practice (such result, the "Portfolio Collections Amount"). Any reduction to the Purchase Price in accordance with this Section 2.4(a) shall be made, to the extent then determinable, at the Closing as an adjustment to the Closing Payment, or to the extent not determinable as of the Closing, promptly following the determination thereof, with such payments paid by the Seller Parties to Purchaser. In connection with the foregoing, the books and records of the Seller Parties shall be closed as of July 31, 2005 in a manner consistent with past practice. (b) Working Capital Adjustment. (i) Prior to Closing, Parent shall prepare and deliver to Purchaser an estimated statement of the Working Capital as of the Closing Date (the "Pre-Closing Statement"). The Pre-Closing Statement shall be prepared by Seller Parties in good faith. (ii) Based upon the Pre-Closing Statement, the amount paid to the Seller Parties at Closing shall be: (A) decreased, dollar for dollar, by the amount by which Working Capital in the Pre-Closing Statement ("Estimated WC") is less than the Minimum WC, or (B) increased, dollar for dollar, by the amount by which the Estimated WC is more than the Minimum WC (the adjustment provided for by clauses (A) and (B) is referred to as the "Estimated WC Adjustment"). The "Minimum WC" shall equal Ten Million One Hundred Forty Three Thousand Dollars ($10,143,000). 4 <PAGE> (iii) Within sixty (60) Business Days after Closing, Parent shall prepare and deliver to Purchaser a statement (the "Closing Statement") of Working Capital as of the Closing Date. The Closing Statement shall be prepared by Parent in good faith. (iv) After receipt of the Closing Statement, Purchaser (including its advisors), shall have ten (10) Business Days to review it together with the work papers used in the preparation thereof. Unless Purchaser delivers written notice to Parent on or prior to the tenth Business Day after Purchaser's receipt of the Closing Statement stating that it has objections thereto, Pu...
Sample 1
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Portfolio Collections Adjustment. In the event the Closing Date shall be on or after August 1, 2005, the Purchase Price shall be reduced, dollar for dollar, for all portfolio collections received in respect of the Accounts by any Seller Parties on or after August 1, 2005, net of (i) related servicing fees charged by any Seller Parties pursuant to agreements set forth on Schedule 2.4(a) to the Seller Disclosure Letter and consistent with past practice and (ii) other administrative costs incurred consistent with past practice (such result, the "Portfolio Collections Amount"). Any reduction to the Purchase Price in accordance with this Section 2.4(a) shall be made, to the extent then determinable, at the Closing as an adjustment to the Closing Payment, or to the extent not determinable as of the Closing, promptly following the determination thereof, with such payments paid by the Seller Parties to Purchaser. In connection with the foregoing, the books and records of the Seller Parties shall be closed as of July 31, 2005 in a manner consistent with past practice.
Sample 1
Portfolio Collections Adjustment. The Purchase Price shall be reduced, dollar for dollar, for all portfolio collections received in respect of the Accounts by any Seller Parties on or after August 1, 2005 through August 31, 2005, net of (i) related servicing fees charged by any Seller Parties pursuant to agreements set forth on Schedule 2.4(a) to the Seller Disclosure Letter and consistent with past practice and (ii) other administrative costs incurred consistent with past practice (such result, the "Portfolio Collections Amount"). In connection with the foregoing, the books and records of the Seller Parties shall be closed as of July 31, 2005 in a manner consistent with past practice.
Sample 1

Related to Portfolio Collections Adjustment

  • Income Collection Unless otherwise directed by Instruction, the Custodian shall collect any amount due and payable to the Fund with respect to Investments and promptly credit the amount collected to a Principal or Agency Account; provided, however, that the Custodian shall not be responsible for: (a) the collection of amounts due and payable with respect to Investments that are in default or (b) the collection of cash or share entitlements with respect to Investments that are not registered in the name of the Custodian or its Subcustodians. The Custodian is hereby authorized to endorse and deliver any instrument required to be so endorsed and delivered to effect collection of any amount due and payable to the Fund with respect to Investments.

  • Allocations of Finance Charge Collections The Servicer shall allocate to the Series 1997-1 Certificateholders and retain in the Collection Account for application as provided herein an amount equal to the product of (A) the Floating Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Finance Charge Receivables deposited in the Collection Account on such Deposit Date.

  • Shared Principal Collections Subject to Section 4.04 of the Agreement, Shared Principal Collections for any Distribution Date will be allocated to Series 2022-3 in an amount equal to the product of (x) the aggregate amount of Shared Principal Collections with respect to all Principal Sharing Series for such Distribution Date and (y) a fraction, the numerator of which is the Series 2022-3 Principal Shortfall for such Distribution Date and the denominator of which is the aggregate amount of Principal Shortfalls for all the Series which are Principal Sharing Series for such Distribution Date. The “Series 2022-3 Principal Shortfall” will be equal to (a) for any Distribution Date with respect to the Revolving Period, zero, (b) for any Distribution Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount with respect to such Distribution Date over the amount of Available Principal Collections for such Distribution Date (excluding any portion thereof attributable to Shared Principal Collections), and (c) for any Distribution Date with respect to the Early Amortization Period, the excess, if any, of the Invested Amount over the amount of Available Principal Collections for such Distribution Date (excluding any portion thereof attributable to Shared Principal Collections).

  • Collections Following Amortization On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein) and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment Instructions: first, to the reimbursement of Agent’s and each Purchaser’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid Purchaser Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Facility Termination Date when the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller as RPA Deferred Purchase Price, any remaining Collections.

  • Reallocated Principal Collections On each Distribution Date, the Servicer shall apply, or shall cause the Trustee to apply by written instruction to the Trustee substantially in the form of Exhibit B, Reallocated Principal Collections with respect to such Distribution Date, to make the following distributions or deposits in the following order of priority:

  • Cost of Collection If default is made in the payment of this Note, Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys' fees.

  • Master Servicer Collection Account (a) The Master Servicer shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Master Servicer Collection Account as a segregated trust account or accounts. The Master Servicer Collection Account shall be an Eligible Account. The Master Servicer will deposit in the Master Servicer Collection Account as identified by the Master Servicer and as received by the Master Servicer, the following amounts:

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