Repurchase Obligation Sample Clauses
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Repurchase Obligation. At any time after the date hereof, the Partnership, the members of the Family Group of a Partner that becomes a Former Partner and the Family Holders that are not members of such Family Group shall collectively have the obligation (the “Repurchase Obligation”) to purchase from any Person who is then a Former Partner all of the Partnership Interests (the “Repurchase Interests”) directly or indirectly owned by such Former Partner immediately prior to the applicable Withdrawal Event, and such Former Partner shall be obligated to sell to the purchasing members of such Family Group, such Family Holders and/or the Partnership, as the case may be, all of such Person’s Repurchase Interests. In order to purchase Repurchase Interests pursuant to the Repurchase Obligation, such Family Group member or Family Holder must be an Authorized Transferee of the Former Partner. The Repurchase Obligation shall be effected as follows:
(a) Within ten (10) days after the Partnership’s receipt of a notice from a Former Partner as provided in Section 7.2 or the Partnership’s independent determination that a Withdrawal Event has occurred, the Partnership shall provide written notice (the “Repurchase Notice”) to the Former Partner of (i) the Repurchase Obligation; (ii) the number of Repurchase Interests; and (iii) a Valuation Notice setting forth the Initial Value of the Repurchase Interests. Thereafter, the Purchase Price shall be determined under Section 1.76 of this Agreement.
(b) Within ten (10) days after the Starting Date, the Partnership shall notify each member of such Former Partner’s Family Group that is an Authorized Transferee of such Former Partner and each Family Holder that is not a member of such Family Group and is an Authorized Transferee of such Former Partner of (i) the occurrence of the Repurchase Obligation; (ii) the number of Repurchase Interests; (iii) the Purchase Price of the Repurchase Interests; (iv) the interest set forth in Section 7.4; and (v) the Starting Date.
(c) Within twenty-five (25) days after the Starting Date, each such member of such Family Group and each such Family Holder shall notify the Partnership of how many, if any, of the Repurchase Interests it elects to purchase.
(d) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to each Partner providing notice pursuant to Section 8.6(c) of (i) the allocation of the Repurchase Interests among those Persons pursuant to the terms of Section 8.7; (ii)...
Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause or by Practice without Practice Cause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to:
(a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, as adjusted, through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of the intangible assets, deferred charges or covenants;
(b) Purchase from Business Manager any real estate owned by Business Manager and used as an Office or Offices at the greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined by Business Manager and Practice, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding on both parties. In the event either party fails to select an appraiser within fifteen (15) days of the selection of an appraiser by the other party, the appraiser selected by the other party shall make the selection of the third-party appraiser;
(c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement;
(d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices by Business Manager; and
(e) Purchase from Business Manager at the greater of book or fair market value all of the equipment listed in the Purchase Agreements or the exhibits thereto, including all replacements and additions thereto made by Busines...
Repurchase Obligation. 9 Section 7.
Repurchase Obligation. Section 6.01.
Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 25 Section 6.02. Reassignment of Other Receivables 25
Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31, 1998; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes); (iii) Rental Achievement does not occur within 12 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet the Minimum Set-Aside Test or the Rent Restriction Test at anytime during the first 60 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; (vi) Final Closing has not occurred by fourteen (14) months after Initial Closing; (vii) an event of default described in Section 5.03(a), (b) (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; then the General Partner shall, within 30 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contribution.
(b) If the Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the Lender and/or the Agency in its disapproval), cease to be a Limited Partner. The General Partners shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay t...
Repurchase Obligation. Notwithstanding any other provisions in this Agreement to the contrary, if for any reason a registration statement which includes the Registerable Securities is not declared effective on or before January 31, 2002, persons holding a majority of the Registerable Securities may, upon 30-days' prior written notice, require the Company to withdraw the registration statement. Following such withdrawal of the registration statement, any Holder of Registerable Securities may require the Company to repurchase such Registerable Securities. The repurchase price per share shall be equal to the average daily closing price of the Common Stock from the date of this Agreement until January 31, 2002.
Repurchase Obligation. In the event that the Company breaches its obligations under Section 2 or Section 3 of this Agreement, the Investors shall have the right to cause the Company to purchase the Registrable Securities that were the subject of such breach (the “Repurchase Right”), as follows:
(a) In the event an Investor wishes to exercise its Repurchase Right, the Investor shall notify the Company in writing of the alleged breach of Section 2 or Section 3 and the Registrable Securities that were the subject of such breach.
(b) In the event that the Company does not remedy or cure such breach within thirty (30) days of the receipt of the written notice set out in Section 6.10.2(a) above, then the Company shall be irrevocably obligated to purchase from the Investor the Registrable Securities that were the subject of such breach. The closing of such repurchase shall take place within sixty (60) days of such notice.
(c) The purchase price for the Registrable Securities to be repurchased pursuant to the exercise of this Repurchase Right shall be equal to the average of the closing prices for the applicable Registrable Securities for the last 20 trading days prior to the day that the closing of the repurchase of such Registrable Securities is to occur hereunder.
(d) If the Company is unable to purchase all Registrable Securities required to be purchased hereunder due to legal or contractual restrictions (as evidenced by the opinion letter of outside counsel to the Company acceptable to the Investors which shall attach the relevant law, regulation and/or contract), Registrable Securities shall be repurchased (on a pro rata basis from the holders of the Registrable Securities based upon the Ordinary Share equivalents) from time to time within thirty (30) days after such legal or contractual restriction is lifted, to the extent the Company is legally permitted to do so, and the obligations of the Company under this Section 6.10.2 will be a continuing obligation until the Company’s repurchase of all such Registrable Securities.
(e) On each date (including any subsequent purchase closing date if multiple purchases result from the application of Section 6.10.2(d)) that a purchase is to occur hereunder, the closing shall occur at the Company’s principal office. At the closing, to the extent applicable, the Investor shall deliver the Registrable Securities being sold, duly endorsed in blank, accompanied by such supporting documents as may be necessary to pass to the Company good title to t...
Repurchase Obligation. If:
(i) any representation or warranty made or furnished by the Seller in or pursuant to this Loan Purchase Agreement shall prove to have been materially incorrect;
(ii) the Secretary of Education or a Guarantee Agency, as the case may be, refuses to honor all or part of a claim filed with respect to a FFELP Loan (including any claim for Interest Subsidy Payments, Special Allowance Payments, Insurance, reinsurance or Guarantee payments) on account of any circumstance or event that occurred prior to the sale of such FFELP Loan to the Purchaser by and through the Trustee;
(iii) on account of any circumstance or event that occurred prior to the sale of a FFELP Loan to the Purchaser, by and through the Trustee, a defense is asserted by a Borrower (or endorser, if any) of the FFELP Loan with respect to Borrower's obligation to pay all or any part of the FFELP Loan, and the Purchaser, in good faith, believes that the facts reported, if true, raise a reasonable doubt as to the legal enforceability of such FFELP Loan;
(iv) a FFELP Loan is required to be repurchased pursuant to subsection 5(b) hereof; or
(v) the instrument which Seller purports to be a FFELP Loan is not, in fact, a FFELP Loan; then the Seller shall repurchase such FFELP Loan or purported FFELP Loan upon the request of the Purchaser by paying to the Purchaser the then outstanding principal balance of such FFELP Loan or purported FFELP Loan multiplied by the percentage used to calculate the purchase price in the applicable Loan Transfer Addendum (or such greater amount as may be necessary to make the Purchaser and the Trustee whole in light of the purchase price originally paid by the Purchaser for such loan), plus interest and applicable Special Allowance Payments with respect to such FFELP Loan or purported FFELP Loan from the Loan Purchase Date to and including the date of repurchase, plus any amounts owed to the Secretary of Education with respect to the repurchased FFELP Loan or purported FFELP Loan, plus any attorneys' fees, legal expenses, court costs, servicing fees or other expenses incurred by the Purchaser and the Trustee in connection with such FFELP Loan or purported FFELP Loan.
Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 24 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 Section 6.03. Conveyance of Reassigned Receivables 25 Section 6.04. Dispute Resolution 25 Section 7.01. Conditions to Purchase 30 Section 7.02. Conditions to Purchaser’s Obligations Regarding Additional Receivables 30 Section 7.03. Conditions Precedent to Obligations of RPA Seller 30 Section 8.01. Term 31 Section 8.02. Purchase Termination 31 Section 9.01. Amendment 31 Section 9.02. GOVERNING LAW 31 Section 9.03. Notices 32 Section 9.04. Severability of Provisions 32 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 32 Section 9.06. Acknowledgement and Agreement of RPA Seller 33 Section 9.07. Further Assurances 34 Section 9.08. Nonpetition Covenant 34 Section 9.09. No Waiver; Cumulative Remedies 34 Section 9.10. Counterparts 34 Section 9.11. Binding Third-Party Beneficiaries 34 Section 9.12. Merger and Integration 35 Section 9.13. Schedules and Exhibits 35 EXHIBIT A FORM OF SUPPLEMENTAL CONVEYANCE EXHIBIT B FORM OF SUBORDINATED NOTE EXHIBIT C PROVISIONS TO BE INCLUDED IN OPINION OF COUNSEL WITH RESPECT TO ADDITION OF ACCOUNTS EXHIBIT D PROVISIONS TO BE INCLUDED IN ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR TAPE, HARD COPY, COMPACT DISC OR OTHER TANGIBLE MEDIUM This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of September 23, 2016 between FIRST NATIONAL BANK OF OMAHA, a national banking association (“FNBO”), as seller (“RPA Seller”) and FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as purchaser (“Purchaser”), amends and restates, in its entirety, the Receivables Purchase Agreement, originally dated as of October 24, 2002 between RPA Seller and Purchaser, as amended and restated, in its entirety, by the First Amended and Restated Receivables Purchase Agreement dated as of December 20, 2012, between RPA Seller and Purchaser (the “Existing RPA”). This Agreement constitutes an amendment of the Existing RPA pursuant to Section 9.01 of the Existing RPA.