Repurchase Obligations. (a) Upon obtaining actual knowledge of, or receipt of written notice by, the Indenture Trustee or the Issuer of a breach of any representation or warranty contained in Section 2.05(a) hereof (or under Section 4.02(a) of the Loan Purchase Agreement as incorporated pursuant to Section 2.05(a)(iv) of this Agreement) by the Depositor with respect to a Loan sold hereunder to the Issuer at the time such representations and warranties were made, which breach materially adversely affects the interests of the Noteholders in such Loan, the party discovering or receiving notice of such breach shall give prompt written notice thereof to the Seller, the Depositor, the Issuer and the Indenture Trustee (it being understood that the discovering party shall not be required to notify itself); provided, that the Indenture Trustee shall not be deemed to have discovered, or deemed to have notice or knowledge of, any event, including, without limitation, with respect to a breach of any of the representations and warranties set forth herein or any other Transaction Document, unless a Responsible Officer of the Indenture Trustee has actual knowledge or shall have received written notice thereof. In the case of a breach of any representation or warranty contained in Section 2.05(a)(i), (iii), (iv) or (vi) hereof, the Depositor shall immediately exercise its rights under Section 6.01 of the Loan Purchase Agreement to require the Seller to cure such breach, or if such breach is not cured during the applicable cure period, to repurchase such Loan, in each case, in accordance with and subject to Section 6.01 of the Loan Purchase Agreement. The obligations of the Depositor to require the Seller to cure or the obligations of the Depositor to repurchase the affected Loan shall constitute the sole and exclusive remedy, under this Agreement or otherwise, against the Depositor in respect of a breach by the Depositor of any representations or warranties contained in Section 2.05(a)(i), (iii), (iv) or (vi) hereof. In the case of a breach of any representation or warranty contained in Section 2.05(a)(ii) or (v) with respect to any Loan, which breach materially adversely affects the interests of the Noteholders in such Loan (any such breach, a “Direct Depositor Breach”), the Depositor shall either cure such breach in all material respects within forty-five (45) days from the date on which the Depositor is notified of, or discovered, such breach or repurchase the affected Loan at the applicable ...
Repurchase Obligations. Each of WME Holdco, Xxxx XX and Xxxx XX may, at any time upon delivery of written notice to Grantee following a termination of Grantee’s employment or services with Employer for any reason, exercise a Repurchase Option (as defined in the applicable Operating Agreement) with respect to any or all of the vested WME Holdco Units, Xxxx XX Units or Xxxx XX Units, as applicable, in accordance with, and subject to the terms and conditions of, the applicable Operating Agreement. Notwithstanding anything to the contrary in the Operating Agreements, if (X) prior to the consummation of an IPO, Grantee’s employment or services with Employer is terminated by Employer with Cause or by Grantee without Good Reason (and not upon any other termination of Grantee’s employment with Employer), or (Y) on or following the consummation of an IPO, Grantee’s employment or services with Employer is terminated by Employer with Cause, then the consideration payable by WME Holdco, Xxxx XX or Xxxx XX, respectively, to Grantee pursuant to an exercise by WME Holdco, Xxxx XX or Xxxx XX, respectively, of the applicable Repurchase Option with respect to Grantee’s vested Class A Units or Profits Units or Xxxx XX Units and Xxxx XX Units shall, (a) prior to an IPO, be 75% of the fair market value of such vested Class A Units or Profits Units as determined by the Executive Committee of WME Holdco in accordance with the Operating Agreement of WME Holdco, and in the case of Xxxx XX Units or Xxxx XX Units, be 75% of the Fair Market Value (as defined in the EOC Parent LLC Agreement) of the corresponding Profits Units of EOC Parent and (b) as of and following an IPO, 75% of the fair market value of the Units in EOC Parent corresponding to the vested Class A Units or Profits Units or Xxxx XX Units or Xxxx XX Units as applicable (as determined by the Governing Body). For clarity, notwithstanding anything to the contrary contained in the Prior Agreements, if (a) prior to the consummation of an IPO, Grantee’s employment or services with Employer is terminated for any reason other than (i) by Employer with Cause or (ii) by Grantee without Good Reason, or (b) on or following the consummation of an IPO, Grantee’s employment or services with Employer is terminated for any reason other than by the Employer with Cause, then the consideration payable by WME Holdco, Xxxx XX or Xxxx XX, respectively, to Grantee pursuant to an exercise by WME Holdco, Xxxx XX or Xxxx XX, respectively, of the applicable Repurchase O...
Repurchase Obligations. The Manufacturer Program will provide that the Repurchase Obligations are unconditional and irrevocable obligations of the Supplier, subject only to the fulfilment of:
(a) any applicable procedures or requirements, including any minimum or maximum holding periods set out in the Vehicle Purchasing Agreement and required to be followed by German Fleetco (or its agents, if any) in relation to the Repurchase Obligations; and
(b) any applicable provisions or eligibility criteria set out in the Vehicle Purchasing Agreement requiring Relevant Vehicles to meet specified condition standards or eligibility criteria in relation to the Repurchase Obligations. Without limiting the generality of the foregoing, no Manufacturer Program may provide that the obligations of the Supplier thereunder are conditional upon German FleetCo, German OpCo or any other person, individually or in aggregate, purchasing any minimum number of Vehicles or meeting any other minimum threshold level over or within any period or the solvency of German FleetCo, German OpCo or any other Affiliate of German FleetCo. The Repurchase Obligations shall not lapse under any circumstances in the case of an insolvency of German OpCo.
Repurchase Obligations. Upon discovery by any party to this Agreement of a breach of any representation or warranty in Sections 4.1 or 4.2 of this Article IV which materially and adversely affects the value of a Purchased Receivable or the interests of the Purchaser therein (herein a "Rejected Receivable"), the party discovering such breach shall give prompt written notice to the other parties to this Agreement. Thereafter, on the next Purchase Date, the Net Value of the Rejected Receivables shall be deducted from the amount otherwise payable to the Seller pursuant to Section 2.3 and deposited in the Collection Account in satisfaction of the Rejected Receivable Amount and, provided the full Net Value of such Rejected Receivables is deposited in the Collection Account, such Rejected Receivables shall then be considered to have been repurchased by the Seller. In the event that the full Net Value of such Rejected Receivables is not deposited in the Collection Account pursuant to the foregoing sentence, the Purchaser shall deduct any such deficiency from the Excess Collection Amount or make demand upon the Seller to pay any such deficiency to the Purchaser for deposit to the Collection Account. Upon full payment of the amounts set forth above to the Collection Account, the Seller will be deemed to have repurchased such Rejected Receivable.
Repurchase Obligations. Upon discovery by any party to this Agreement of a breach of any representation or warranty in Sections 4.1 or 4.2 of this Article IV which materially and adversely affects the value of a Purchased Receivable or the interests of the Purchaser therein (herein a “Rejected Receivable”), the party discovering such breach shall give prompt written notice to the other parties to this Agreement. Thereafter, on the next Purchase Date, the Net Value of the Rejected Receivables shall be deducted from the Purchase Price of the Eligible Receivables pursuant to Section 2. To the extent the amount of that Advance Amount is insufficient, Purchaser shall make demand upon the Seller to pay any such deficiency to the Purchaser within three (3) Business Days of receipt of notice from Purchaser. Upon payment of the amount due by the Seller to the Purchaser under this Section 4.4, the subject Purchased Receivable will be reconveyed to the Seller without recourse.
Repurchase Obligations. 27 Section 9.2
Repurchase Obligations. As further provided below, Seller shall have a Repurchase Obligation with respect to any Mortgage Loan upon the occurrence of one or more of the following breaches affecting such Mortgage Loan:
(a) Upon the discovery by either the Seller or the Purchaser of a breach of any representation, warranty or covenant referenced in this Article III;
(b) Where the Seller fails to deliver, or fails to cause to be delivered, one or more original Mortgage Loan Documents with respect to the Mortgage Loan as required and specified in the Guide within the maximum delivery time permitted in the Guide for such original document, or, if no time is specified, within one hundred and twenty (120) days after the related Funding Date;
(c) Where an Early Payment Default has occurred with respect to the Mortgage Loan; and
(d) Upon the occurrence of any other event or circumstance giving rise to a Repurchase Obligation, as the same may be identified in the Guide as it exists on the related Funding Date of such Mortgage Loan. Upon receipt of notice from the Purchaser of a breach set forth in this Section 3.4 with respect to any Mortgage Loan, if such breach is capable of being cured, the Seller shall have a period of thirty (30) days from the date of the notice in which to cure such breach. If the Seller fails to cure such breach within this time frame, the Seller shall repurchase the affected Mortgage Loan by paying the Purchaser the related Repurchase Price immediately after the conclusion of the cure period. With respect to any breach set forth in this Section 3.4 that is not capable of being cured by the Seller, the Seller shall repurchase the affected Mortgage Loan by paying the Repurchase Price within five (5) business days after the earlier of (x) the date of its receipt of the notice, and (y) the date of its determination that such breach is incapable of being cured. Seller expressly understands and agrees that no Repurchase Obligation with respect to any Mortgage Loan shall be affected in any way by: (i) the initiation or prosecution of a foreclosure proceeding, or the occurrence of a foreclosure sale, with respect to the Mortgage Loan (or the acceptance of a deed-in-lieu of foreclosure by Purchaser); (ii) the transfer of title to the Mortgaged Property to the Purchaser or any third party; (iii) the modification of the Mortgage Loan by Purchaser, any subsequent investor or the servicer, (iv) the waiver of all or a portion of the unpaid principal balance of the Mortgage Loan ...
Repurchase Obligations. 7.1 In the event Xxxx Xxxxx, M.D.’s employment with the Company is terminated under that certain Employment Agreement of even date herewith by and between Xxxx Xxxxx, M.D. and the Company (the “Employment Agreement”) on any ground articulated in Sections 6(b)(i) (but only if such employment is terminated due to Xxxx Xxxxx, M.D.’s failure to devote at least 20 hours per week of his business time and attention to the business of OMP as an employee thereof), 6(b)(ii), 6(b)(iii), 6(b)(iv) or 6(b)(vi) of such Employment Agreement, then the Company may, in its sole discretion, elect to repurchase any shares of Common Stock held by Obagi at the then fair market value per share of such stock if the Company also repurchases any and all Series B Preferred Stock of the Company held by Obagi at a price per share equal to the original price per share paid by Obagi for such shares plus an amount equal to any accrued and unpaid dividends associated with each such share, and in such event Obagi agrees to so sell such Common Stock and Series B Preferred Stock to the Company. The amount to be paid by the Company for each share of Common Stock and Series B Preferred Stock shall be adjusted to give effect to any stock splits, reverse stock splits or recapitalizations effecting such shares.
7.2 The fair market value of Obagi’s Common Stock for the purposes of Section 7.1 shall be determined as follows: each of Obagi and the Company shall promptly pick a third party independent appraisal firm of national recognition and each such appraisal firm shall promptly value the Common Stock to be so repurchased. If the aggregate valuations of such stock by such two appraisal firms are within ten percent (10%) of each other, the value of such stock shall be the average of such appraisal valuations. If such valuations are not within ten percent (10%) of each other, then such two appraisal firms shall promptly choose a third appraisal firm of national recognition and such third appraisal firm shall promptly determine the aggregate valuation of such stock, such valuation to be binding on the parties. The Company shall bear the costs of such appraisals.
Repurchase Obligations. If on any day the Agent determines that the Seller has extended the maturity of any Contract relating to a Purchased Receivable or that a Purchased Receivable was not an Eligible Receivable on the Purchase Date, the Seller agrees to pay to the Agent for the account of the Investors the amount of the outstanding balance of such Receivable in full, and the subject Purchased Receivable shall thereupon be deemed reconveyed to the Seller. Any amounts received by the Agent pursuant to this Section 5.5 with respect to a Purchased Receivable shall be applied to reduce the Investment.
Repurchase Obligations. Upon discovery by any party to this Agreement of a breach of any representation or warranty in this Article IV which materially and adversely affects the value of a Purchased Receivable or the interests of the Purchaser therein (herein a "Rejected Receivable"), the party discovering such breach shall give prompt written notice to the other parties to this Agreement. Thereafter, on the next Purchase Date, the Net Value of the Rejected Receivables shall be deducted from the amount otherwise payable to the Seller pursuant to Section 2.3. In the event that the full Net Value of such Rejected Receivables is not deposited in the Collection Account pursuant to the foregoing sentence, the Purchaser shall deduct any such deficiency from the Excess Collection Amount and/or make demand upon the Seller to pay any such deficiency to the Purchaser for deposit to the Collection Account.
