Common use of Purchase Price Credit Adjustments Clause in Contracts

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 such Seller’s Sale Termination Date has not occurred, such Seller will 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 as of the last day of any daySettlement Period: (a) the outstanding aggregate Outstanding Balance balance of the Net Receivables originated, or, in the case of any Acquired Receivable(s), Receivable(s) purchased, originated 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 merchandiserejected services, 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 Unpaid Net 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(a2.1(j), (kl) or (sp) was not true when made with respect to any Receivable originated, or, in the case of any Acquired Receivable(s), Receivable(s) purchased, originated by it, or any of the representations or warranties of the applicable Seller set forth in Section 2.1(t2.1(l) is no longer true with respect to any Receivable originated, or, in the case of any Acquired Receivable, Receivable purchased, originated by any Sellerit, then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”"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 Unpaid Net Balance of such Receivable in the case of the preceding clause (b). If such Purchase Price Credit exceeds the original Outstanding Unpaid Net Balance of the Receivables to be sold by the applicable Seller on the date of a purchase, then the applicable Seller will shall pay to the Buyer the remaining amount of such Purchase Price Credit in cash not later than the next Business Day; provided Settlement Date PROVIDED that if such Seller’s 's Sale Termination Date has not occurred, such Seller will 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. (a) If on any day: (a) day the aggregate Outstanding Balance of the Receivables originated, or, in the case of any Acquired Receivable(s), Receivable(sa Receivable is either (x) 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 rejecteddefective, defective rejected or returned services merchandise or merchandiseservices, any cash discount discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment or 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)adjustment, or (y) reduced or canceled 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 offset in respect of any claim by the Obligor thereof against the applicable Seller, Buyer or any Affiliate of the foregoing Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (iii) on account of the obligation of the applicable Seller or any Affiliate thereof Purchaser shall be entitled to pay a Purchase Price Credit in an amount equal to the related Obligor full amount of such reduction or cancellation. In addition, if on any rebate or refund, or day it is determined that (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 (bi) any of the representations or warranties of the applicable Seller set forth in Section 2.1(a), (k) or (s) Article III was not true when made untrue with respect to any a Receivable originated, or, in as of the case of any Acquired Receivable(s), Receivable(sdate such representation or warranty was made or (ii) purchased, by it, or any of the representations or warranties of the applicable Seller set forth in Section 2.1(t3.1(d) is no longer true or Section 3.1(j) becomes untrue with ​ ​ respect to a Receivable (whether on or after the date of any transfer thereof to the Purchaser as contemplated hereunder) or (iii) a Receivable originated, or, that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of “Eligible Receivable” in the case of any Acquired TAA or becomes a Diluted Government Program Receivable, Receivable purchased, by any Seller, then, in any such eventcase, the Buyer Purchaser shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder Credit in an amount 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 (bdetermined without giving effect to any write-off with respect thereto). If such any Purchase Price Credit to which the Purchaser is entitled pursuant to this Section 2.3 exceeds the original Outstanding Balance Purchase Price of the Receivables to be sold by the applicable Seller hereunder on the date of a purchaseany date, then the applicable Seller will shall pay to the Buyer the remaining amount of such Purchase Price Credit to the Purchaser in cash not later than on the next succeeding Business Day; provided that that, if such Seller’s Sale the Termination Date has not occurred, such the Seller will shall be allowed to deduct the remaining amount of such Purchase Price Credit from any Indebtedness indebtedness owed to it under its the Subordinated Note. ​ (b) Any payment by an Obligor in respect of any indebtedness owed by it to the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Purchaser, be applied as a Collection of any Receivable of such Obligor which was included in a Purchase hereunder (starting with the oldest such Receivable) before being applied to any other receivable or other indebtedness of such Obligor.

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 Receivable purchased from a Seller as reflected in the preceding Purchase Report (net of any positive adjustments) has been reduced or canceled for any of the following reasonsis: (i) reduced as a result of any rejecteddefective, defective rejected or returned services goods or merchandiseservices, any cash discount or any adjustment or otherwise by such Seller (other adjustment than a reduction in such Outstanding Balance resulting from (A) cash Collections received by the applicable Seller Transferee or by its assigns or Servicer, on such Transferee's behalf, on account of such Receivable's Outstanding Balance, or (B) any Affiliate thereof (regardless of whether the same is treated by such Seller reserve established against or Affiliate as a write-offoff of such Receivable that is made due to its becoming a Defaulted Receivable or otherwise based on the uncollectibility of such Receivable on account of the insolvency, bankruptcy, lack of creditworthiness or financial inability to pay of the applicable Obligor), or as a result of any surcharge or other governmental or regulatory action, or (ii) reduced (in whole or in part) as a result of any a 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 Person (whether such claim arises out of the same or a related transaction 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 such Seller's representations or and warranties of the applicable Seller set forth in Section 2.1(aSections 2.1(i), (k) or j), (r), (s), (t), the second sentence of Section 2.1(q) was hereof and the last sentence of Section 2.1(c) are not true when made or deemed 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 applicable Transferee shall be entitled to a credit (each, a “"Purchase Price Credit”") against the Purchase Price otherwise payable to such Seller hereunder equal to (Ax) in the case of a reduction under the preceding clause (a)(i) or (ii), the amount of such whole or partial reduction, cancellation or overstatement, and (y) in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) a misrepresentation described in the full amount of the Outstanding Balance of such Receivable in the case of the preceding clause (b), the full Outstanding Balance of such Receivable. In any event described in clause (a)(i) or (a)(ii), the applicable Transferee shall deem this Receivable collected. If such Purchase Price Credit owing to a Transferee by its applicable Seller exceeds the original Outstanding aggregate Original Balance of the Receivables to be sold originated on any day by the applicable such Seller, such Seller on the date of a purchase, then the applicable Seller will shall pay to the Buyer the remaining amount of such Purchase Price Credit in cash not later than (i) if the next Business Day; provided that if such Seller’s Sale Termination Date has not occurred, such Seller will be allowed to deduct not later than the remaining amount of such Purchase Price Credit from any Indebtedness owed to it under its Subordinated Notenext Settlement Date, and (ii) if the Termination Date has occurred, immediately.

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 Receivable purchased from a Seller as reflected in the preceding Purchase Report (net of any positive adjustments) has been reduced or canceled for any of the following reasonsis: (i) reduced as a result of any rejecteddefective, defective rejected or returned services goods or merchandiseservices, any cash discount or any adjustment or otherwise by such Seller (other adjustment than a reduction in such Outstanding Balance resulting from (A) cash Collections received by the applicable Seller Transferee or by its assigns or Servicer, on such Transferee's behalf, on account of such Receivable's Outstanding Balance, or (B) any Affiliate thereof (regardless of whether the same is treated by such Seller reserve established against or Affiliate as a write-offoff of such Receivable that is made due to its becoming a Defaulted Receivable or otherwise based on the uncollectibility of such Receivable on account of the insolvency, bankruptcy, lack of creditworthiness or financial inability to pay of the applicable Obligor), or as a result of any surcharge or other governmental or regulatory action, or (ii) reduced (in whole or in part) as a result of any a 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 Person (whether such claim arises out of the same or a related transaction 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 such Seller's representations or and warranties of the applicable Seller set forth in Section 2.1(aSections 2.1(i), (k) or j), (r), (s), (t), the second sentence of Section 2.1(q) was hereof and the last sentence of Section 2.1(c) are not true when made or deemed 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 applicable Transferee shall be entitled to a credit (each, a “Purchase Price Credit”"PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable to such Seller hereunder equal to (Ax) in the case of a reduction under the preceding clause (a)(i) or (ii), the amount of such whole or partial reduction, cancellation or overstatement, and (y) in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) a misrepresentation described in the full amount of the Outstanding Balance of such Receivable in the case of the preceding clause (b), the full Outstanding Balance of such Receivable. In any event described in clause (a)(i) or (a)(ii), the applicable Transferee shall deem this Receivable collected. If such Purchase Price Credit owing to a Transferee by its applicable Seller exceeds the original Outstanding aggregate Original Balance of the Receivables to be sold originated on any day by the applicable such Seller, such Seller on the date of a purchase, then the applicable Seller will shall pay to the Buyer the remaining amount of such Purchase Price Credit in cash not later than (i) if the next Business Day; provided that if such Seller’s Sale Termination Date has not occurred, such Seller will be allowed to deduct not later than the remaining amount of such Purchase Price Credit from any Indebtedness owed to it under its Subordinated Notenext Settlement Date, and (ii) if the Termination Date has occurred, immediately.

Purchase Price Credit Adjustments. (a) If on any day: (a) day the aggregate Outstanding Balance of the Receivables originated, or, in the case of any Acquired Receivable(s), Receivable(sa Receivable is either (x) 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 rejecteddefective, defective rejected or returned services merchandise or merchandiseservices, any cash discount discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment or 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)adjustment, or (y) reduced or canceled 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 offset in respect of any claim by the Obligor thereof against the applicable Seller, Buyer or any Affiliate of the foregoing Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (iii) on account of the obligation of the applicable Seller or any Affiliate thereof Purchaser shall be entitled to pay a Purchase Price Credit in an amount equal to the related Obligor full amount of such reduction or cancellation. In addition, if on any rebate or refund, or day it is determined that (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 (bi) any of the representations or warranties of the applicable Seller set forth in Section 2.1(a), (k) or (s) Article III was not true when made untrue with respect to any a Receivable originated, or, in as of the case of any Acquired Receivable(s), Receivable(sdate such representation or warranty was made or (ii) purchased, by it, or any of the representations or warranties of the applicable Seller set forth in Section 2.1(t3.1(d) is no longer true or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after the date of any transfer thereof to the Purchaser as contemplated hereunder) or (iii) a Receivable originated, or, that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of “Eligible Receivable” in the case of any Acquired TAA or becomes a Diluted Government Program Receivable, Receivable purchased, by any Seller, then, in any such eventcase, the Buyer Purchaser shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder Credit in an amount 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 (bdetermined without giving effect to any write-off with respect thereto). If such any Purchase Price Credit to which the Purchaser is entitled pursuant to this Section 2.3 exceeds the original Outstanding Balance Purchase Price of the Receivables to be sold by the applicable Seller hereunder on the date of a purchaseany date, then the applicable Seller will shall pay to the Buyer the remaining amount of such Purchase Price Credit to the Purchaser in cash not later than on the next succeeding Business Day; provided that that, if such Seller’s Sale the Termination Date has not occurred, such the Seller will shall be allowed to deduct the remaining amount of such Purchase Price Credit from any Indebtedness indebtedness owed to it under its the Subordinated Note. (b) Any payment by an Obligor in respect of any indebtedness owed by it to the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Purchaser, be applied as a Collection of any Receivable of such Obligor which was included in a Purchase hereunder (starting with the oldest such Receivable) before being applied to any other receivable or other indebtedness of such Obligor.

Purchase Price Credit Adjustments. If on any day: (a) the aggregate Outstanding Balance of the Receivables originated, or, in the case of a Receivable purchased from 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 reasonsOriginator is: (i) reduced as a result of any rejected, defective or rejected or returned services goods or merchandiseservices, any cash discount or any other adjustment by the applicable Seller or any Affiliate thereof (regardless of whether the same is treated otherwise by such Seller or Affiliate as a write-off), or as a result of any surcharge or Originator (other governmental or regulatory action, or than (iiA) as a result of any setoff (1) such Receivable becoming a Charged-Off Receivable or breach (2) cash and volume discounts of up to 3% of the underlying agreement original Outstanding Balance of such Receivable or (B) 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 the Obligor thereof against the applicable Seller, Buyer or any Affiliate of the foregoing Person (whether such claim arises out of the same or a related transaction 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 and warranties of the applicable Seller set forth in Section 2.1(a2.1(i), (kl), (p), (q), (r), (s) or (st) was hereof is not true when made or deemed 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 to the applicable Originator hereunder equal to the Purchase Price paid by the Buyer with respect to such Receivable (A) less any Collections received on or after the amount date of such reduction, cancellation or overstatement, in purchase to and including the case date that the Purchase Price Credit is determined). Each Purchase Price Credit shall be deemed to be a collection 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)related Receivable. If such Purchase Price Credit exceeds the original Outstanding Original Balance of the Receivables to be sold originated by the applicable Seller Originator on the date of a purchaseany day, then the applicable Seller will such Originator shall pay to the Buyer the remaining amount of such Purchase Price Credit in cash not later than on or prior to the earlier of (i) the next Business Day; provided that if such Seller’s Sale Settlement Date or (ii) the Termination Date has not occurred, such Seller will be allowed to deduct the remaining amount of such Purchase Price Credit from any Indebtedness owed to it under its Subordinated NoteDate.