Common use of Purchase Price Credit Adjustments Clause in Contracts

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. If on any day: (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),; or (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 paragraphs (i) and (s) of Section 2.1 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)Receivable. If such Purchase Price Credit exceeds the Purchase Price for Original Balance of the Receivables sold by Originator coming into existence on such any day, then Originator shall pay the remaining amount of such Purchase Price Credit in cash within [5 three (3) Business Days] Days thereafter, provided that if the Termination Amortization 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 thereunderNote.

Purchase Price Credit Adjustments. If on any day: (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 the aggregate amount of all Purchase Price Credit exceeds Credits during any Calculation Period shall exceed the aggregate amount of Purchase Price for payable in respect of Receivables coming into existence during such Calculation Period, the Receivables sold by Originator on such day, then Originator shall pay an amount in cash equal to such excess to Buyer on the remaining amount Settlement Date following the end of such Purchase Price Credit in cash within [5 Business Days] thereafterCalculation Period or on such earlier date as the Agent may direct, 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 thereunderNote.

Purchase Price Credit Adjustments. If on any day: (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 the applicable 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)Receivable. If such Purchase Price Credit exceeds the Purchase Price for Original Balance of the Receivables sold by of the applicable Originator coming into existence on such any day, then such Originator shall pay the remaining amount of such Purchase Price Credit in cash within [5 Business Days] promptly thereafter, provided that if the Termination Date has not occurred, the applicable 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 thereunderNote.

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 were not true with respect to any ReceivableReceivable on the date of its Purchase hereunder, 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 five (5) Business Days] 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. If on any day: (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 OMNOVA (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 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 CreditPURCHASE 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)Receivable. If such Purchase Price Credit exceeds the Purchase Price for Original Balance of the Receivables to be sold by Originator hereunder on such dayany date of a Purchase, then Originator OMNOVA shall pay the remaining amount of such Purchase Price Credit in cash within [5 Business Days] Days thereafter, provided PROVIDED that if the Purchase Termination Date has not occurred, Originator OMNOVA 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 thereunderNote.

Purchase Price Credit Adjustments. (a) If on any day the Outstanding Balance of a Receivable isdate: (i) the Outstanding Balance of any Receivable is reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise by Originator the Seller (other than cash Collections on account of such Receivable or as a result of the Receivablesinsolvency, bankruptcy or lack of creditworthiness of the related Obligor or the financial inability of the related Obligor to pay),; (ii) the Outstanding Balance of any Receivable is 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 (biii) if any of the representations and or warranties set forth in Article II paragraphs (k), (s), and (t) of Section 3.01 are no longer not true when made or deemed made with respect to any Receivable, ; then, in such event, the Buyer shall be entitled to a credit (each, a "“Purchase Price Credit") ”), in an amount equal to the Outstanding Balance of such Receivable as of such date, against the Purchase Price otherwise payable hereunder in an amount equal to for Receivables originated or acquired by the amount of Seller on such reduction or cancellation in the case of clause (a) or the Outstanding Balance of such Receivable in the case of clause (b)date. If such Purchase Price Credit exceeds the Purchase Price for aggregate Original Balance of the Receivables sold originated or acquired by Originator the Seller on such daydate, then Originator the Seller shall pay the remaining amount of such Purchase Price Credit in cash within [5 two (2) Business Days] Days thereafter, ; provided that if the Termination Amortization Date has not occurred, Originator shall be allowed to the Seller may deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note to on the extent permitted thereundernext Settlement Date.

Purchase Price Credit Adjustments. If on any day: (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 the applicable Originator (other than cash Collections on account of the Receivablessuch 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) if any of the representations and warranties set forth in Article II are no longer were not true with respect to any ReceivableReceivable at the time of its sale hereunder, 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 in an amount equal to (A) in the case of any reduction, discount or adjustment pursuant to Section 1.3(a)(i) or any reduction (but not cancellation) pursuant to Section 1.3(a)(ii), the amount of such reduction reduction, discount or cancellation adjustment, and (B) in the case of clause (aall other circumstances set forth in Sections 1.3(a) or (b), the Outstanding Balance of such Receivable in the case of clause (b)Receivable. If such Purchase Price Credit exceeds the Purchase Price for Original Balance of the Receivables sold originated by the applicable Originator coming into existence on such any day, then such Originator shall pay the remaining amount of such Purchase Price Credit in cash within [5 Business Days] thereafternot later than the next Settlement Date, provided that if the Termination Amortization 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 the its Subordinated Note to the extent permitted thereunderNote.

Purchase Price Credit Adjustments. If on any day: (a) If on any day the Outstanding Balance outstanding principal balance of a Receivable Contract is: (i) reduced as a result of any defective or rejected or returned goods or services, any discount or any adjustment or otherwise by the Originator of such Contract (other than cash Collections on account of the ReceivablesContract), (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 IV are no longer not true when made or deemed made with respect to any ReceivableContract, or (c) the Related Security for any Contract is repossessed and sold for less than the fair market value of such Related Security, then, in such event, Buyer Purchaser shall be entitled to a credit (each, a "Purchase Price Credit") Credit against the Purchase Price otherwise payable hereunder in an amount to the Originator of such Contract equal to the amount of such reduction or cancellation (i) in the case of clause (a) or above, the Outstanding Balance amount of such Receivable reduction or cancellation, (ii) in the case of clause (b)) above, the outstanding principal balance of such Contract and in the case of clause (c) above, the difference between the fair market value of the repossessed Related Security and the gross proceeds received upon the sale of such repossessed Related Security. If such Purchase Price Credit exceeds the Purchase Price for of the Receivables sold by Originator on such any day, then such Originator shall pay the remaining amount of such Purchase Price Credit in cash within [5 Business Days] thereafterimmediately, provided that if the Purchase 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 the such Originator’s Subordinated Note to the extent permitted thereunderNote.

Purchase Price Credit Adjustments. If on any day: (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 the applicable Originator (other than cash Collections on account of the Receivablessuch 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) if any of the representations and warranties set forth in Article II are no longer were not true with respect to any ReceivableReceivable at the time of its sale hereunder, 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 in an amount equal to (A) in the case of any reduction, discount or adjustment pursuant to Section 1.3(a)(i) or any reduction (but not cancellation) pursuant to Section 1.3(a)(ii), the amount of such reduction reduction, discount or cancellation adjustment, and (B) in the case of clause (aall other circumstances set forth in Sections 1.3(a) or (b), the Outstanding Balance of such Receivable in the case of clause (b)Receivable. If such Purchase Price Credit exceeds the Purchase Price for Original Balance of the Receivables sold originated by the applicable Originator coming into existence on such any day, then such Originator shall pay the remaining amount of such Purchase Price Credit in cash within [5 Business Days] thereafternot later than the next Settlement Date, provided that if the Termination Amortization 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 the its Subordinated Note to the extent permitted thereunderNote.

Purchase Price Credit Adjustments. If on any day: (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 the applicable 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 were not true and correct with respect to any ReceivableReceivable on the date it was sold hereunder, 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 Original Balance of the Receivables being sold by the applicable Originator on such any day, then such Originator shall pay the remaining amount of such Purchase Price Credit in cash within [5 Business Days] promptly thereafter, provided that if the Sale Termination Date has not occurred, the applicable 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. If on any day: (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 the applicable 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 Original Balance of the Receivables being sold by the applicable Originator on such any day, then such Originator shall pay the remaining amount of such Purchase Price Credit in cash within [5 Business Days] promptly thereafter, provided that if the Termination Date has not occurred, the applicable 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.