Repurchase of Accounts. Seller shall within five (5) Business Days of demand by Purchaser repurchase any Purchased Account that Purchaser determines at any time is uncollectible for any reason or is otherwise no longer an Eligible Account; provided, however, that Purchaser hereby foregoes and waives in advance any right hereunder to require such repurchase by Seller where the sole reason the Account Debtor has failed to pay any amounts due in respect of such Purchased Account is due to such Account Debtor being Insolvent (such nonpayment, an “Insolvency Default”) or due to the Credit Risk of such Account Debtor and/or any other Payor, provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any Dispute. For the avoidance of doubt, Purchaser hereby assumes and, upon Purchaser’s purchase of any Purchased Account, Purchaser shall, to the extent such Purchased Account exceeds Seller’s Reserve Accounts, bear the risk of any and all losses, costs, expenses or claims arising from any Insolvency Default by or Credit Risk of an Account Debtor that is not an Affiliate of Seller. In the event Seller is required to repurchase a Purchased Account hereunder, Seller shall pay to Purchaser on demand the then unpaid amount due on the Purchased Account, together with any accrued but unpaid fees relating to the Purchased Account. Purchaser shall retain its security interest in any Purchased Account repurchased by Sxxxxx. Notwithstanding anything to the contrary herein, upon the occurrence of any Dispute or any failure by any Account Debtor and/or Payor to make a payment in connection with any Purchased Account that is not directly related to Credit Risk, Seller shall repurchase such Purchased Account immediately upon Purchaser’s request for the full amount of the original Purchase Price, less any amounts already collected by Purchaser from the applicable Account Debtor and/or Payor(s). In furtherance of the foregoing, Seller hereby acknowledges and agrees that Pxxxxxxxx may set off any amounts owing to Seller from Purchaser in connection with Sxxxxx’s repurchase obligations hereunder.
Appears in 1 contract
Samples: Invoice Purchase and Sale Agreement (Neptune Wellness Solutions Inc.)
Repurchase of Accounts. Seller shall within five (5) Business Days of demand by Purchaser repurchase any Purchased Account that Purchaser determines at any time is uncollectible for any reason or is otherwise no longer an Eligible Account; provided, however, that Purchaser hereby foregoes and waives in advance any right hereunder to require such repurchase by Seller where the sole reason the Account Debtor has failed to pay any amounts due in respect of such Purchased Account is due to such Account Debtor being Insolvent (such nonpayment, an “Insolvency Default”) or due to the Credit Risk of such Account Debtor and/or any other Payor, provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any Dispute. For the avoidance of doubt, Purchaser hereby assumes and, upon Purchaser’s purchase of any Purchased Account, Purchaser shall, to the extent such Purchased Account exceeds Seller’s Reserve Accounts, bear the risk of any and all losses, costs, expenses or claims arising from any Insolvency Default by or Credit Risk of an Account Debtor that is not an Affiliate of Seller. In the event Seller is required to repurchase a Purchased Account hereunder, Seller shall pay to Purchaser on demand the then unpaid amount due on the Purchased Account, together with any accrued but unpaid fees relating to the Purchased Account. Purchaser shall retain its security interest in any Purchased Account repurchased by SxxxxxXxxxxx. Notwithstanding anything to the contrary herein, upon the occurrence of any Dispute or any failure by any Account Debtor and/or Payor to make a payment in connection with any Purchased Account that is not directly related to Credit Risk, Seller shall repurchase such Purchased Account immediately upon Purchaser’s request for the full amount of the original Purchase Price, less any amounts already collected by Purchaser from the applicable Account Debtor and/or Payor(s). In furtherance of the foregoing, Seller hereby acknowledges and agrees that Pxxxxxxxx Purchaser may set off off any amounts owing to Seller from Purchaser in connection with SxxxxxXxxxxx’s repurchase obligations hereunder.
Appears in 1 contract
Samples: Invoice Purchase and Sale Agreement (Laird Superfood, Inc.)
Repurchase of Accounts. It is understood and agreed that the representations and warranties set for in Articles 4, 5 and 11 shall survive the sale of the Accounts to Buyer hereunder for the Indemnification Period and the delivery of the Account Documents to Buyer and shall inure to the benefit of Buyer. Following the Closing Date, upon discovery by Buyer of a breach by GCFP or any representations or warranties which materially and adversely affects the value of any Account, then, in such event, Buyer may elect to have GCFP repurchase such Account by providing, during the Indemnification Period, written notice of, and reasonable documentation establishing, such facts to GCFP (which, with respect to the representations made by GCFP in subparagraph 4.l(viii) hereof shall include a copy of the written dealer/distributor representation, undertaking, warranty or similar obligation forming the basis for the alleged breach of representation), whereupon GCFP, subject to GCFP's right to disagree as provided below, shall repurchase promptly (and, in any event, within 15 days of receiving such notice and documentation) such Account at a price equal to fifty-two percent (52%) of the principal amount as of the Cutoff Date of such Account or Accounts to be repurchased less any principal payments received thereon by Buyer during such time Buyer owned the Account or Accounts so repurchased; provided that, except for repurchases arising from document deficiencies described in Section 2.3(iii), Seller shall have no such obligation except to the extent the aggregate value of Accounts required to be repurchased and valid indemnity claims pursuant to Section 6.2 exceed $10,000 (the "Basket") and then only to the extent of such excess. In the event GCFP disagrees with any provision in Buyer's notice or documentation delivered pursuant to this Section 6.1, GCFP shall, within five (5) Business Days 15 days of demand by Purchaser repurchase any Purchased Account that Purchaser determines at any time is uncollectible for any reason or is otherwise no longer an Eligible Accountreceipt of such notice, give Buyer written notice of those items in the notice with which GCFP disagrees; provided, however, that Purchaser hereby foregoes GCFP shall be obligated to remit in accordance with this Section 6. 1 to Buyer by such 15th day all payments due Buyer with respect to Accounts for which a repurchase demand has been made and waives which GCFP does not dispute. Buyer and GCFP each agree that they shall confer in advance good faith to resolve any right hereunder such dispute. If, within 30 days of Buyer's receipt of GCFP's disagreement notice, the parties are unable to require resolve any such repurchase by Seller where the sole reason the Account Debtor has failed dispute through good faith efforts, either party may submit such dispute to pay any amounts due in respect of such Purchased Account is due to such Account Debtor being Insolvent (such nonpayment, an “Insolvency Default”) or due arbitration pursuant to the Credit Risk terms of such Account Debtor and/or any other PayorSection 10.20 hereof. At the time of repurchase, provided that such Account Debtor and/or Payor has received Buyer and accepted GCFP shall arrange for the related goods or services without any Dispute. For reassignment of the avoidance of doubt, Purchaser hereby assumes and, upon Purchaser’s purchase of any Purchased Account, Purchaser shall, Accounts to be repurchased by GCFP and the extent such Purchased Account exceeds Seller’s Reserve Accounts, bear the risk delivery to GCFP of any and all lossesAccount Materials held by Buyer, costs, expenses its custodian or claims arising from any Insolvency Default by or Credit Risk of an Account Debtor that is not an Affiliate of Seller. In the event Seller is required to repurchase a Purchased Account hereunder, Seller shall pay to Purchaser on demand the then unpaid amount due on the Purchased Account, together with any accrued but unpaid fees its services relating to the Purchased Accountsuch Accounts. Purchaser shall retain its security interest in any Purchased Account repurchased by Sxxxxx. Notwithstanding anything to the contrary herein, upon the occurrence Upon completion of any Dispute such repurchase by GCFP, Buyer shall, as soon as practicable, (i) forward to GCFP all servicing records and Account Materials relating to such repurchased Accounts and (ii) such duly executed endorsement or any failure by any Account Debtor and/or Payor to make a payment in connection with any Purchased Account that is not directly related to Credit Risk, Seller shall repurchase such Purchased Account immediately upon Purchaser’s request for the full amount other transfer power of the original Purchase Price, less any amounts already collected by Purchaser from the applicable Account Debtor and/or Payor(s). In furtherance of the foregoing, Seller hereby acknowledges and agrees that Pxxxxxxxx may set off any amounts owing to Seller from Purchaser in connection with Sxxxxx’s repurchase obligations hereunderBuyer as reasonably necessary or appropriate.
Appears in 1 contract
Samples: Account Purchase and Sale Agreement (Asta Funding Inc)
Repurchase of Accounts. Seller shall within five (5) Business Days of demand by Purchaser repurchase any Purchased Account that Purchaser determines at any time is uncollectible for any reason an Ineligible Account or is otherwise no longer an Eligible Accountbecome subject to a Dispute that has not been resolved by the due date therefor; provided, however, provided that Purchaser hereby foregoes and waives in advance any right hereunder the Seller shall not be required to require such so repurchase by Seller where the sole reason the Account Debtor has failed to pay any amounts due in respect of such Purchased Account is due to such Account Debtor being Insolvent (such nonpayment, an “Insolvency Default”) or due to the Credit Risk of such Account Debtor and/or any other Payor, provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any Dispute. For the avoidance of doubt, Purchaser hereby assumes and, upon Purchaser’s purchase of any Purchased Account, Purchaser shall, to the extent such Purchased Account exceeds Seller’s the Required Reserve AccountsAmount, bear the risk of any and all losses, costs, expenses or claims arising from any Insolvency Default by or Credit Risk of an Account Debtor that is not an Affiliate of Seller. In the event Seller is required to repurchase a Purchased Account hereunder, Seller Purchaser shall pay to Purchaser on demand charge the Reserve Account for the then unpaid amount due Face Amount on the Purchased Account, together with any accrued but unpaid fees relating to the Purchased Account. Purchaser shall retain release its security interest in any Purchased Account repurchased by Sxxxxx. Notwithstanding anything to the contrary herein, upon the occurrence of any Dispute or any failure by any Account Debtor and/or Payor to make a payment in connection with any Purchased Account that is not directly related to Credit Risk, Seller shall repurchase such Purchased Account immediately upon Purchaser’s request for the full amount of the original Purchase Price, less any amounts already collected by Purchaser from the applicable Account Debtor and/or Payor(s)Xxxxxx. In furtherance of the foregoing, Seller hereby acknowledges and agrees that Pxxxxxxxx Purchaser may set off off any amounts owing to Seller from Purchaser in connection with SxxxxxXxxxxx’s repurchase obligations hereunder.
Appears in 1 contract
Samples: Invoice Purchase and Sale Agreement (Bluebird Bio, Inc.)