Common use of Repurchase Event Clause in Contracts

Repurchase Event. (a) Upon the occurrence of a Repurchase Event with respect to any Purchased Receivable or any portion thereof, Seller Representative on behalf of the applicable Seller (or the applicable Seller directly) shall, within one Business Day of written notice from Xxxxx Fargo to the Seller Representative (which notice shall be promptly forwarded from the Seller Representative to the applicable Seller), purchase from Xxxxx Fargo such Purchased Receivable and shall pay to Xxxxx Fargo the Repurchase Price in respect of such Repurchased Receivable or portion thereof (such Purchased Receivable, once repurchased in accordance with this Section 3.1, a “Repurchased Receivable”); it being understood and agreed that the obligations of the Seller Representative and the Sellers to make such a purchase upon a Repurchase Event under this Section 3.1(a) shall be in full force and effect notwithstanding the occurrence of a Credit Reason of the applicable Account Debtor for such Purchased Receivable. Each Seller and the Servicer each hereby authorizes Xxxxx Fargo at all times, and Xxxxx Fargo may, at its option, either: (i) setoff against the Servicing Bonus or any amount at any time owing (including any Purchase Price) by Xxxxx Fargo to any Seller for any amounts at any time owing by any Seller to Xxxxx Fargo, with respect to a Repurchased Receivable, (ii) after the occurrence and during the continuation of a Termination Event, debit or deduct from any deposit account of any Seller any amounts at any time owing by any Seller to Xxxxx Fargo with respect to a Repurchased Receivable, or (iii) require that the applicable Seller make a cash payment to Xxxxx Fargo in respect of such amounts. All such payments by the applicable Seller to Xxxxx Fargo on account of the Repurchase Price shall be due and payable on the next Business Day after the date of the notice by Xxxxx Fargo to the Seller Representative requiring that the applicable Seller repurchase any such Repurchased Receivable.

Appears in 3 contracts

Samples: Receivables Purchase Agreement, Receivables Purchase Agreement (SMART Global Holdings, Inc.), Receivables Purchase Agreement (SMART Global Holdings, Inc.)

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Repurchase Event. (a) Upon the occurrence of a Repurchase Event with respect to any Purchased Receivable or any portion thereof, Seller Representative on behalf of the applicable Seller (or the applicable Seller directly) shall, within one Business Day of written notice from Xxxxx Fargo to the Seller Representative (which notice shall be promptly forwarded from the Seller Representative to the applicable Seller), purchase from Xxxxx Fargo such Purchased Receivable and shall pay to Xxxxx Fargo the Repurchase Price in respect of such Repurchased Receivable or portion thereof (such a Purchased Receivable, once repurchased in accordance with this Section 3.1Wells max, a “Repurchased xxon notice to Seller, require Seller to repurchase from Wells suxx Xxrchased Receivable”); it being understood and agreed that . In the obligations event Wells noxxxxxs Seller of the election of Wells to xxxxire Seller Representative and the Sellers to make such repurchase from Wells a purchase upon Xxxxxased Receivable subject to a Repurchase Event under this Section 3.1(a) shall be (a “Repurchase Notice”), or in full force and effect notwithstanding the occurrence event that Wells noxxxxxs Seller of Wells’ exxxxxon to accept a Credit Reason of the applicable Account Debtor for such Purchased Receivable. Each Repurchase Offer from Seller and the Servicer each hereby authorizes Xxxxx Fargo at all times, and Xxxxx Fargo may, at its option, either: (i) setoff against the Servicing Bonus or any amount at any time owing (including any Purchase Price) by Xxxxx Fargo to any Seller for any amounts at any time owing by any Seller to Xxxxx Fargo, with respect to a Repurchased Purchased Receivable, Seller shall pay the Repurchase Price for such Purchased Receivable to the Wells Paxxxxx Account, in immediately available funds, within two (ii2) after Business Days following the occurrence and during receipt by Seller of such Repurchase Notice (or, in the continuation case of Wells’ exxxxxon to accept a Termination Event, debit or deduct Repurchase Offer from any deposit account of any Seller any amounts at any time owing by any Seller to Xxxxx Fargo with respect to a Repurchased Purchased Receivable, or within two (iii2) require that the applicable Business Days following Wells’ nxxxxx to Seller make a cash payment to Xxxxx Fargo in respect of such amountselection). All Upon the payment in full of the Repurchase Price with respect to a Purchased Receivable, such payments Purchased Receivable shall hereby be, and be deemed to be, repurchased by the applicable Seller from Wells wixxxxx recourse to Xxxxx Fargo on account or warranty by Wells, axx Xxlls shxxx xave no further obligation to pay any remaining portion of the Repurchase Purchase Price shall be due and payable on the next Business Day after the date of the notice by Xxxxx Fargo to the Seller Representative requiring that the applicable Seller repurchase any for such Repurchased Receivable.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Hayward Holdings, Inc.)

Repurchase Event. (a) Upon To the occurrence extent that the provisions of a any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of this Supplemental Indenture, the Company will comply with respect to any Purchased Receivable or any portion thereof, Seller Representative on behalf of the applicable Seller (or securities laws and regulations and will not be deemed to have breached its obligations under the applicable Seller directly) shallChange of Control Repurchase Event provisions of this Supplemental Indenture by virtue of such conflict. On the Change of Control Repurchase Event payment date for the Notes, within one Business Day of written notice from Xxxxx Fargo the Company will, to the Seller Representative (which notice shall be promptly forwarded from the Seller Representative extent lawful: • accept for payment all Notes or portions of Notes properly tendered pursuant to the applicable Seller), Company’s offer; • deposit with the Trustee an amount equal to the aggregate purchase from Xxxxx Fargo such Purchased Receivable and shall pay to Xxxxx Fargo the Repurchase Price price in respect of all Notes or portions of Notes properly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company. The Trustee will promptly mail its check or otherwise cause to be paid to each Holder of Notes properly tendered the purchase price for such Repurchased Receivable or portion thereof (such Purchased ReceivableNotes, once repurchased in accordance with this Section 3.1, a “Repurchased Receivable”); it being understood and agreed that the obligations of the Seller Representative and the Sellers Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of such Notes surrendered; provided that each new Note will be in a principal amount equal to $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make such a purchase an offer to repurchase the Notes upon a Change of Control Repurchase Event under this Section 3.1(a) shall be if a third party makes such an offer in full force and effect notwithstanding the occurrence of a Credit Reason of the applicable Account Debtor for such Purchased Receivable. Each Seller and the Servicer each hereby authorizes Xxxxx Fargo at all times, and Xxxxx Fargo maymanner, at its option, either: (i) setoff against the Servicing Bonus or any amount at any time owing (including any Purchase Price) by Xxxxx Fargo to any Seller times and otherwise in compliance with the requirements for any amounts at any time owing by any Seller to Xxxxx Fargo, with respect to a Repurchased Receivable, (ii) after the occurrence and during the continuation of a Termination Event, debit or deduct from any deposit account of any Seller any amounts at any time owing by any Seller to Xxxxx Fargo with respect to a Repurchased Receivable, or (iii) require that the applicable Seller make a cash payment to Xxxxx Fargo in respect of such amounts. All such payments an offer made by the applicable Seller to Xxxxx Fargo on account of the Repurchase Price shall be due Company and payable on the next Business Day after the date of the notice by Xxxxx Fargo to the Seller Representative requiring that the applicable Seller repurchase any such Repurchased Receivablethird party purchases all Notes properly tendered and not withdrawn under its offer.

Appears in 1 contract

Samples: Borgwarner Inc

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Repurchase Event. To: Electronic Arts Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Electronic Arts Inc. (athe “Company”) Upon as to the occurrence of a Change of Control Repurchase Event with respect to any Purchased Receivable the Company and hereby directs the Company to pay, or any portion thereofcause the Trustee to pay, Seller Representative on behalf an amount in cash equal to 101% of the applicable Seller (aggregate principal amount of the Securities, or the applicable Seller directly) shall, within one Business Day of written notice from Xxxxx Fargo to the Seller Representative (which notice shall be promptly forwarded from the Seller Representative to the applicable Seller), purchase from Xxxxx Fargo such Purchased Receivable and shall pay to Xxxxx Fargo the Repurchase Price in respect of such Repurchased Receivable or portion thereof (which is $2,000 principal amount or a multiple of $1,000 in excess thereof) below designated, to be repurchased plus interest accrued and unpaid to, but excluding, the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Securities will be repurchased as of the Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture. Dated: Signature: Principal amount to be repurchased (at least $2,000 or a multiple of $1,000 in excess thereof): Remaining principal amount following such Purchased Receivablerepurchase: By: Authorized Signatory EXHIBIT B FORM OF 2026 NOTE (FACE OF 2026 NOTE) THIS SECURITY IS ISSUED IN GLOBAL FORM AND REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, once repurchased in accordance with this Section 3.1A NEW YORK CORPORATION (“DTC”) OR A NOMINEE THEREOF. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. ELECTRONIC ARTS INC. 4.800% Senior Notes due 2026 No. CUSIP No.: 285512 AD1 ISIN No.: US285512AD11 Initially $ ELECTRONIC ARTS INC., a “Repurchased Receivable”); it being understood and agreed that the obligations of the Seller Representative and the Sellers Delaware corporation, promises to make such a purchase upon a Repurchase Event under this Section 3.1(a) shall be in full force and effect notwithstanding the occurrence of a Credit Reason of the applicable Account Debtor for such Purchased Receivable. Each Seller and the Servicer each hereby authorizes Xxxxx Fargo at all times, and Xxxxx Fargo may, at its option, either: (i) setoff against the Servicing Bonus or any amount at any time owing (including any Purchase Price) by Xxxxx Fargo pay to any Seller for any amounts at any time owing by any Seller to Xxxxx Fargo, with respect to a Repurchased Receivable, (ii) after the occurrence and during the continuation of a Termination Event, debit or deduct from any deposit account of any Seller any amounts at any time owing by any Seller to Xxxxx Fargo with respect to a Repurchased ReceivableCEDE & CO., or (iii) require that registered assigns, the applicable Seller make a cash payment to Xxxxx Fargo in respect of such amounts. All such payments by the applicable Seller to Xxxxx Fargo on account of the Repurchase Price shall be due and payable principal sum set forth on the next Business Day after Schedule of Exchanges of Securities attached hereto on March 1, 2026. Interest Payment Dates: March 1 and September 1. Record Dates: February 15 and August 15. Additional provisions of this Security are set forth on the date of the notice by Xxxxx Fargo to the Seller Representative requiring that the applicable Seller repurchase any such Repurchased Receivablereverse hereof.

Appears in 1 contract

Samples: Electronic Arts Inc.

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