Common use of Purchase Price Credit Adjustments Clause in Contracts

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: (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 discount volume discounts or any adjustment or otherwise by such Originator (other than as a result of a charge-off of such Receivable becoming a Charged-Off Receivable Receivable, cash discounts earned for payments within the period specified in such Receivable’s payment terms or to reflect cash Collections on account of 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), or (b) any of the representations and warranties set forth in Sections 2.1(h), (i2.1(i), (j), (l), (r), (s), (t), (u) , and the second and third sentences sentence of Section 2.1(q) hereof and the last clause (relating to bulk sales laws) of Section 2.1(c) are 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 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 originated by the applicable Originator on any day, then Originator Agent, for the benefit of 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 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 it under the its 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 the Originator of such Receivable (other than as a result of such Receivable becoming a Charged-Off Receivable or to reflect cash Collections on account of such Receivablethe 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 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) 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 (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, discount or adjustment, and (B) in all other circumstances set forth in Sections 1.3(a) or (b), 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 the Originator Agent, for the benefit of Originator such Receivable shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the Termination Date has not occurred, such 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 it under the such Originator's Subordinated Note.

Purchase Price Credit Adjustments. If on any day: (a) the Outstanding Balance of a Receivable purchased from Originator 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 sentence 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 to Originator 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 originated by Originator 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 it under the its 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 cash discount or any adjustment or otherwise by Originator (other than or any Affiliate thereof, or as a result of such Receivable becoming a Charged-Off Receivable any tariff or to reflect cash Collections on account of such Receivable),other governmental action, 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 (iii) reduced on account of the obligation of Originator or any Affiliate thereof to pay the related Obligor any rebate or refund, or (iv) less than the amount included in the calculations in any Purchase Report, or (b) any of the representations and warranties set forth in Sections Section 2.1(f), Section 2.1(h), (iSection 2.1(i), (jSection 2.1(q), (lSection 2.1(r), (r), (s), (t), (uSection 2.1(s) , the second and third sentences of or Section 2.1(q) hereof and the last clause (relating to bulk sales laws) of Section 2.1(c2.1(t) 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 it under the Subordinated Note.

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 discount or any adjustment or otherwise by such Originator (other than as a result of such Receivable becoming a Charged-Off Defaulted 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), (i2.1(i), (j), (l), (r), (s), (t), (u) ), the second and third sentences sentence 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" PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable to the applicable Originator 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 originated by the applicable Originator on any day, then Originator Agent, for the benefit of such 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 Noteon or within one Business Day thereafter.

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 discount or any adjustment or otherwise by such Originator (other than as a result of such Receivable becoming a Charged-Off Defaulted 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 -------------------------------------------------- sentence 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 to the applicable Originator 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 originated by the applicable Originator on any day, then Originator Agent, for the benefit of such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the Termination Date has not occurred, such 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 it under the its 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 the Originator (other than as a result of such Receivable becoming a Charged-Off Receivable or to reflect cash Collections on account of such Receivablethe 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 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) 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 (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, discount or adjustment, and (B) in all other circumstances set forth in Sections 1.3(a) or (b), 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 it under the Subordinated Note.