Purchase Price Credit Adjustments. If on any day:
(a) the Outstanding Balance of a Receivable purchased from any Originator is:
(i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable),
(ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction),
(iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or
(b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.
Purchase Price Credit Adjustments. If on any day: ...... 4 Section 1.4 Payments and Computations, Etc ......................... 5
Purchase Price Credit Adjustments. (a) If on any day the Outstanding Balance of a Receivable is:
(i) reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise by Originator (other than cash Collections on account of the Receivables),
(ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or
(b) if any of the representations and warranties set forth in Article II are no longer true with respect to any Receivable, then, in such event, Buyer shall be entitled to a credit (each, a "Purchase Price Credit") against the Purchase Price otherwise payable hereunder in an amount equal to the amount of such reduction or cancellation in the case of clause (a) or the Outstanding Balance of such Receivable in the case of clause (b). If such Purchase Price Credit exceeds the Purchase Price for of the Receivables sold by Originator on such day, then Originator shall pay the remaining amount of such Purchase Price Credit in cash within [5 Business Days] thereafter, provided that if the Termination Date has not occurred, Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note to the extent permitted thereunder.
Purchase Price Credit Adjustments. 4 Section 1.5 Payments and Computations, Etc...................................5 Section 1.6
Purchase Price Credit Adjustments. If on any day:
(a) the Outstanding Balance of a Receivable is:
(i) reduced as a result of any defective, rejected or returned goods or services, any discount or any adjustment or otherwise by the Originator (other than cash Collections on account of the Receivables);
(ii) reduced or cancelled as a result of a set-off in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction); or
(iii) reduced as a result of a deduction or withholding required by law in respect of taxes payable in respect of the Receivables; or
(b) any of the representations and warranties set out in Clause 3 are not true when made or deemed made with respect to any Receivable, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable equal to the Outstanding Balance of such Receivable. If the aggregate amount of all Purchase Price Credits during such Calculation Period exceeds the aggregate amount of Purchase Price payable in respect of the Receivables coming into existence during such Calculation Period, the Originator shall pay an amount in cash equal to such excess to the Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may direct, provided that if the Amortisation Date has not occurred, the Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.
Purchase Price Credit Adjustments. If on any day:
(a) the Outstanding Balance of a Receivable is:
(i) reduced as a result of any defective or rejected or returned goods or services, any discount or any adjustment or otherwise by Originator (other than as a result of such Receivable becoming a Charged-Off Receivable or to reflect cash Collections on account of such Receivable),
(ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or
(b) any of the representations and warranties set forth in Sections 2.1(h), (i), (j), (l), (r), (s), (t), (u) , the second and third sentences of Section 2.1(q) hereof and the last clause (relating to bulk sales laws) of Section 2.1(c) are not true when made or deemed made with respect to any Receivable, then, in such event, Buyer shall be entitled to a credit (each, a "Purchase Price Credit" ) against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable (calculated before giving effect to the applicable reduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables coming into existence on any day, then Originator Agent, for the benefit of Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the Termination Date has not occurred, Originator Agent, for the benefit of Originator, shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to Originator Agent under the Subordinated Note.
Purchase Price Credit Adjustments. If on any day, any Originator is deemed to have received a Deemed Collection with respect to any Receivable sold by it to Buyer hereunder, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to such Originator hereunder in an amount equal to such Deemed Collection. If such Purchase Price Credit exceeds the original Outstanding Balance of the Receivables originated by the applicable Originator on such day, then the applicable Originator shall pay the remaining amount of such Purchase Price Credit in cash within 10 Business Days thereafter; provided that if the applicable Originator’s Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note to the extent permitted thereunder.
Purchase Price Credit Adjustments. If on any day:
(a) the Outstanding Balance of a Receivable is:
(i) reduced as a result of any defective or rejected or returned goods or services, any discount or any adjustment or otherwise by Originator (other than cash Collections on account of the Receivables),
(ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or
(b) any of the representations and warranties set forth in Article II are not true when made or deemed made with respect to any Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable (calculated before giving effect to the applicable reduction or cancellation). If such Purchase Price Credit exceeds the Purchase Price payable by Buyer on any day, then Originator shall pay to Buyer the remaining amount of such Purchase Price Credit in cash immediately, provided that if the Termination Date has not occurred, Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.
Purchase Price Credit Adjustments. If on any day:
(a) the aggregate Outstanding Balance of the Receivables originated, or, in the case of any Acquired Receivable(s), Receivable(s) purchased, by any Seller as reflected in the preceding Purchase Report (net of any positive adjustments) has been reduced or canceled for any of the following reasons:
(i) as a result of any rejected, defective or returned services or merchandise, any cash discount or any other adjustment by the applicable Seller or any Affiliate thereof (regardless of whether the same is treated by such Seller or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or
(ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against the applicable Seller, Buyer or any Affiliate of the foregoing (whether such claim arises out of the same or a related or an unrelated transaction), or
(iii) on account of the obligation of the applicable Seller or any Affiliate thereof to pay to the related Obligor any rebate or refund, or
(iv) as a result of any Outstanding Balance of any Receivable on the date of its sale or contribution proving to have been less on such date than the amount reflected on the applicable Purchase Report, or
(b) any of the representations or warranties of the applicable Seller set forth in Section 2.1(a), (k) or (s) was not true when made with respect to any Receivable originated, or, in the case of any Acquired Receivable(s), Receivable(s) purchased, by it, or any of the representations or warranties of the applicable Seller set forth in Section 2.1(t) is no longer true with respect to any Receivable originated, or, in the case of any Acquired Receivable, Receivable purchased, by any Seller, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Outstanding Balance of such Receivable in the case of the preceding clause (b). If such Purchase Price Credit exceeds the original Outstanding Balance of the Receivables to be sold by the applicable Seller on the date of a purchase, then the applicable Seller will pay to the Buyer the remaining amount of such Purchase Price Credit in cash not later than the next Business Day; provided that if suc...
Purchase Price Credit Adjustments. 5 SECTION 1.5. PAYMENTS AND COMPUTATIONS, ETC...............................................................5 SECTION 1.6.
