Purchase Mechanics. After EFS has delivered an Exercise Notice, Bank, EFS and Nominated Purchaser shall, with reasonable expedition, negotiate in good faith, execute and deliver all necessary agreements, instruments and other documentation customary for a transaction of this kind, including a purchase and sale agreement, which agreements may require each of Bank, EFS and Nominated Purchaser to agree to certain representations, warranties, covenants, indemnities, transition services and other terms and conditions usual and customary for a transaction of this kind. All such agreements shall be in a form reasonably acceptable to the Parties. Bank, EFS and the Nominated Purchaser shall in good faith use commercially reasonable efforts to expeditiously consummate the purchase of the Purchased Assets and the assumption of the Assumed Liabilities as contemplated hereby no later than two hundred seventy (270) days from the date on which EFS has provided an Exercise Notice to Bank. Notwithstanding the foregoing, (a) if the Assumed Accounts Purchase Date falls within the Tax Season, at EFS's option, the Assumed Accounts Purchase Date and the time to consummate the purchase shall extend to a date that is thirty (30) days after the end of the Tax Season, and (b) the Assumed Accounts Purchase Date shall be extended up to one hundred eighty (180) days in the event that any application for Regulatory Authority approval that is required for the Assumed Accounts Purchase Date remains pending.
Purchase Mechanics. No later than five Business Days after the notification to the Banks referred to in clause (ii) above, each Bank shall purchase from the Institutions on a pro rata basis, without recourse or representation or warranty by the Institutions (other than that such Interests are being assigned free and clear of any Liens), Participation Interests in the outstanding Institutional Notes (pro rata among said Notes) in an amount equal to the True-Up Amount applicable to such Bank, by wire transfer of such amount to the Administrative Agent at its office specified on Schedule 1. The Administrative Agent will, prior to the close of business on each Business Day during such five Business Day period, wire transfer to each Institution at its address on Schedule 1 (or such other address notified in writing to the Administrative Agent) such Institution's pro rata share (as notified to the Administrative Agent in writing at the time the True-Up Amount was calculated pursuant to clause (ii) above) of the aggregate amount of available funds received from the Banks on such date in respect of the True-Up Obligation. Although the Administrative Agent agrees to perform ministerial activities with respect to the Institutions' collection of amounts due from the Banks in respect of the True-Up Obligation, in no event shall the Administrative Agent be obligated for collecting any unpaid True-Up Amounts from the Banks or be liable to any Institution for the failure by any Bank to pay any such amount.
Purchase Mechanics. (a) (i) To the extent Buyer has sufficient funds or Purchase Price Credits pursuant to clauses (A) and (B) below, then the Buyer shall purchase from the Seller on the first Funding Date and on each Purchase Date the Conveyed Assets that are Eligible Receivables and Eligible Equipment Loans, pursuant to Section 2.2 on the terms and subject to the conditions of this Agreement, and Buyer shall pay to such Seller as the Purchase Price for the applicable Conveyed Assets purchased on such day as follows:
Purchase Mechanics. (a) Whenever Transferor wishes the Purchasers to make Purchases, it shall cause Servicer to notify the Agent if the Trust Interests to be purchased initially will form a part of (i) a CBR Tranche, not later than noon, New York City time, one Business Day prior to the date of the proposed Purchase, and (ii) a LIBOR Tranche, not later than 2:00 p.m., New York City time, three Business Days prior to the date of the proposed Purchase; provided that the notice to the Agent of the initial Purchase hereunder may be provided up to (but no later than) 10:00 a.m. on the Closing Date and such Purchase shall form a part of the CBR Tranche. Each notice shall be irrevocable and shall in each case refer to this Agreement and specify (w) the aggregate purchase price for the requested Purchases (which shall be in a minimum amount of $2,000,000 or a greater integral multiple of $1,000,000 (or in the total unutilized amount of the various Purchasers' Stated Amounts)), whether the Trust Interests to be purchased will form a part of the CBR Tranche a LIBOR Tranche, and (y) the date of the Purchase (which shall be a Business Day) and the amount thereof. If no election required by clause (x) is made in any notice, then the Trust Interests obtained in the Purchase shall form a
Purchase Mechanics. (a) (i) To the extent Buyer has sufficient funds or Purchase Price Credits pursuant to clauses (A) and (B) below, then (x) on the first Funding Date, Buyer shall purchase from the Seller the Conveyed Assets that are Eligible Equipment Loans and Eligible Receivables transferred to Buyer on such date, (y) with respect to the Equipment Loans, the Buyer shall purchase from the Seller on each Purchase Date thereafter, the Conveyed Assets that are Eligible Equipment Loans and (z) with respect to Receivables, on each Receivables Settlement Date thereafter, Buyer shall make payment to the Seller for the transfers of the Conveyed Assets that are Eligible Receivables made on each Business Day in the immediately preceding Receivables Settlement Period, in each of cases (y) and (z), pursuant to Section 2.2, and in each case on the terms and subject to the conditions of this Agreement, and Buyer shall pay to such Seller as the Purchase Price for the applicable Conveyed Assets as follows:
Purchase Mechanics. In connection with the sale of the Portfolio, as expeditiously as practicable after Company has provided an Exercise Notice to Bank, Bank and Company or a Potential Purchaser shall, negotiate in good faith, execute and deliver all necessary agreements, instruments and other documentation customary for a transaction of this kind, including a purchase and sale agreement and, if requested by Company or a Potential Purchaser, an Interim Servicing Agreement, which agreements may require each of Bank and Company or a Potential Purchaser to agree to certain representations, warranties, covenants, indemnities, transition services and other terms and conditions usual and customary for a transaction of this kind. All such agreements shall be in a form reasonably acceptable to the parties. Subject to Section 9.6(b)(iii), parties shall in good faith use commercially reasonable efforts to consummate the sale of the Portfolio (the “Closing Date”) no later than ninety (90) days from the date Company has provided an Exercise Notice to Bank; provided, however, that the Closing Date shall not be earlier than the Termination Date. Bank and Company shall in good faith use commercially reasonable efforts to expeditiously take all such additional actions as may be reasonably required in order to consummate the purchase of the Portfolio as contemplated hereby; provided, however, that in the event a Potential Purchaser fails to purchase the Portfolio on the Closing Date or additional time is required for regulatory approval of the purchase and sale transaction, the parties shall agree to extend this Agreement as reasonably necessary to consummate such transaction and obtain the required regulatory approval. In the event Company or its Potential Purchaser purchases the Portfolio pursuant to Section 9.6, Bank shall have no rights to any Bank Data, Card Transaction Data or Company Transaction Data after the Termination Date except as otherwise provided herein, and in no event shall Bank use, disclose, transfer or permit any use of any such information to communicate with any Cardholder whose Account has been purchased without the prior written approval of Company, including for purposes of soliciting such Cardholder for any loan, product or service or for any other purpose.
Purchase Mechanics. Any CCC Affiliated Party shall have the right to purchase all, but not less than all, of any Tax Credit Syndication Interests offered for sale by a Contributor Affiliated Party pursuant to this Agreement. Any sale pursuant to a Commitment shall take place on a customary date for closing and shall be subject to customary conditions. Any such sale will be effected by the execution and delivery of all definitive agreements, instruments and certificates deemed reasonably necessary or desirable by the Contributor Affiliated Party and the applicable CCC Affiliated Party. In the event that the Commitment is not delivered in a timely manner, or the sale to the applicable CCC Affiliated Party is not consummated within a customary time period, in either case substantially as a result of the applicable CCC Affiliated Party's delay, the Contributor Affiliated Party shall have the right to sell the offered Tax Credit Syndication Interests in the specific instance without regard to the provisions of Section 3(a) but only after the Contributor Affiliated Party has given the applicable CCC Affiliated Party notice of the applicable CCC Affiliated Party's failure to so deliver the Commitment or consummate the sale and the applicable CCC Affiliated Party has not cured such failure within 10 Business Days of the giving of such notice.
Purchase Mechanics. No later than five Business Days after the notification to the Tranche A Lenders referred to in clause (b) above, each Tranche A Lender shall purchase from the Tranche B Lenders on a pro rata basis, without recourse or representation or warranty by the Tranche B Lenders (other than that such Participation Interests are being assigned free and clear of any Liens), Participation Interests in the outstanding Tranche B Term Loans (pro rata among said Tranche B Term Loans) in an amount equal to the Participating Share applicable to such Tranche A Lender, by wire transfer of such amount to the Administrative Agent at its office specified in Section 10.2. The Administrative Agent will, prior to the close of business on each Business Day during such five Business Day period, wire transfer to each Tranche B Lender at its address in Section 10.2 (or such other address notified in writing to the Administrative Agent) such Tranche B Lender’s pro rata share (as notified to the Administrative Agent in writing at the time the True-Up Amount was calculated pursuant to clause (b) above) of the aggregate amount of available funds received from the Tranche A Lenders on such date in respect of the True-Up Amount. Although the Administrative Agent agrees to perform ministerial activities with respect to the Tranche B Lenders’ collection of amounts due from the Tranche A Lenders in respect of the True-Up Amount, in no event shall the Administrative Agent be obligated for collecting any unpaid Participating Share from the Tranche A Lenders or be liable to any Tranche B Lender for the failure by any Tranche A Lender to pay any such amount.
Purchase Mechanics. (a) Whenever NAFCO wishes the Purchaser to make Purchases, NAFCO shall cause the Administrator to notify the Purchaser not later than (i) if the Trust Interests to be purchased will initially form a part of the Prime Tranche, not later than 3:00 p.m., New York City time, one Business Day prior to the date of the proposed Purchase and (ii) if the Trust Interests to be Purchased will initially form all or a part of a Eurodollar Tranche, not later than 9:00 a.m., New York City time, two Business Days prior to the date of the proposed Purchase. Each such notice shall be irrevocable and shall in each case refer to this Agreement and specify (1) the aggregate principal amount for the requested Purchases (which shall be in a minimum amount of $20,000 or integral multiple of $20,000 in excess thereof (or in the total unutilized amount of the Purchaser's Stated Amount), (2) whether the Trust Interests to be Purchased will form a part of the Prime Tranche or a Eurodollar Tranche, (3) if the Trust Interest to be Purchased will form a part of a Eurodollar Tranche, the Yield Period for such Eurodollar Tranche, and (4) the date of such Purchase (which shall be a Business Day and, in the case of any Eurodollar Tranche, shall be a Distribution Date). In addition to such notice, the Administrator shall deliver a certificate of an Authorized Officer certifying that no Overcollateralization Deficit exists (other than in connection with the Initial Purchase). Upon payment of the purchase price in respect of each Purchase, the outstanding principal amount of the related Class B Certificate shall be automatically increased by the amount of that purchase price. The outstanding principal amount of the Class B Certificate shall be decreased only upon application of Collections to repay that principal amount (and receipt by the Purchaser of such amounts) in accordance with the terms of Section 3 hereof and as provided in the Pooling and Administration Agreement. As used in this Section 2.2, purchase price shall mean the lesser of (x) the amount specified by NAFCO in its notice of a Purchase given to the Purchaser in accordance with the first sentence of this Section 2.2(a) and (y) the Stated Amount minus the outstanding principal amount of the Class B Certificate.
Purchase Mechanics
