Repurchase of Purchased Loans; Payment of Repurchase Price, Price Differential Sample Clauses

Repurchase of Purchased Loans; Payment of Repurchase Price, Price Differential. (a) The Sellers hereby promise, jointly and severally, to repay in full on the related Repurchase Date the aggregate Repurchase Price then outstanding in respect of each Transaction. (b) The Sellers hereby promise, jointly and severally, to pay to the Agent, for the account of the Buyers, Price Differential on each Transaction entered into hereunder for the period from and including the Purchase Date of such Transaction to but excluding the date on which the related Repurchase Price shall be paid in full, at a rate per annum equal to the Pricing Rate. Notwithstanding the foregoing, the Sellers hereby promise, jointly and severally, to pay to the Agent, for the account of the Buyers, interest at the applicable Post-Default Rate on the amount of any Repurchase Price and on any other amount payable by the Sellers hereunder that shall not be paid in full when due (whether at stated maturity, by acceleration or by mandatory prepayment or otherwise) for the period from and including the due date thereof to but excluding the date the same is paid in full. Accrued Price Differential for each Transaction shall be payable monthly on the fifth (5th) Business Day of each month and for the last month of this Repurchase Agreement on the fifth (5th) Business Day of such last month and on the Termination Date (each such date, a "Payment Date"); provided, that (i) the Agent may, in its sole discretion, require any accrued and unpaid Price Differential to be paid simultaneously with any prepayment of the Repurchase Price by any Seller on account of any Transaction outstanding hereunder and (ii) any accrued and unpaid Price Differential that is not required by the Buyer to be paid simultaneously with any prepayment of Repurchase Price shall be paid in full on the next Payment Date. Price Differential payable at the Post-Default Rate shall accrue daily and shall be payable upon such accrual. (c) It is understood and agreed that, unless and until a Default or an Event of Default shall have occurred and be continuing, the applicable Seller shall be entitled to the proceeds of all Purchased Loans subject to Transactions outstanding hereunder; provided, that at any time while a Default or Event of Default has occurred and is continuing, upon notice from the Agent, the Sellers shall promptly deliver to the Agent, for the account of the Buyers, all proceeds of such Purchased Loans.
Sample 1

Related to Repurchase of Purchased Loans; Payment of Repurchase Price, Price Differential

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • Repurchase Price Unless agreed otherwise by the Purchaser and the Company, a price equal to (i) the Stated Principal Balance of the Mortgage Loan plus (ii) interest on such Stated Principal Balance at the Mortgage Loan Remittance Rate from the date on which interest has last been paid and distributed to the Purchaser through the last day of the month in which such repurchase takes place, less amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Deposit of Repurchase Price On or prior to the Repurchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Repurchase Price of the Securities which are to be repaid on the Repurchase Date.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Payment of Purchase Price for the Mortgage Loans In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to $165,276,772.63 and (ii) the Class S Certificates, the Class C Certificates, the Class P Certificates and the Class R Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Securities Corp. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.

  • Purchase Price Payments (a) On the first Funding Date and ----------------------- on each Purchase Date on which any Receivables are purchased from a Seller by Buyer pursuant to Article I, on the terms and subject to the conditions of this --------- Agreement, Buyer shall pay to such Seller the Purchase Price for the applicable Receivables and Related Assets purchased on such day by Buyer from such Seller as follows: (i) if such Receivable is then an Ineligible Receivable owned by ALS, ALS shall convey it to Buyer as a capital contribution; (ii) if such Receivable is then an Ineligible Receivable owned by a Seller other than ALS, such Seller shall convey such Receivable to ALS, which shall in turn convey it to Buyer as a capital contribution; (iii) if such Receivable is not an Ineligible Receivable at such time, Buyer shall pay the Purchase Price in the following priority: (A) make a cash payment to such Seller of such Purchase Price, to the extent that Buyer has cash available to make such payment pursuant to Section 3.3; ----------- (B) if Buyer does not have cash available to pay the full Purchase Price, automatically decrease the aggregate amount of then outstanding Purchase Price Credits with respect to such Seller, but not below zero; (C) if such Purchase Price exceeds the amounts available pursuant to clause (A), by automatically increasing the principal amount of the Purchase Money Note issued by Buyer to ALS by the lesser of (x) the amount of such excess and (y) the Remaining Available Amount under the Purchase Money Note; and (iv) only if ALS is the Seller, if so elected by ALS, by deeming the remaining amount of such Receivables to constitute a capital contribution to Buyer; provided that no contribution of a Receivable shall be made, and such Receivable shall not be transferred hereunder, in the event that the 75% Test would be violated after giving effect to such contribution. In the event that Buyer has insufficient funds pursuant to the foregoing clauses (i) through (iv) to acquire any Receivables and (x) a Person other than ----------- ---- ALS is the Seller or (y) ALS is the Seller, but ALS does not elect to make the capital contribution described in the foregoing clause (iv), then such ----------- Receivables shall not be transferred to Buyer on such Purchase Date, and such Receivables shall continue to be owned by such Seller. ALS shall maintain a bookkeeping account for the benefit of the Sellers, and shall evidence the obligation of Buyer to pay each Seller the portion of the Purchase Price for such Seller's Receivables that has been allocated to the Purchase Money Note pursuant to clause (iii). ALS shall be responsible for ------------ allocating cash payments and amounts evidenced by the Purchase Money Note among the Sellers and shall maintain sufficient records with respect to the Purchase Money Note such that, on any day, it would be able to identify the amount owed by Buyer to each Seller. ALS and each other Seller agree that, prior to the Seller Maturity Date, Buyer shall be required to make payments in respect of the payment obligations evidenced by the Purchase Money Note only to the extent that it has cash available under Section 3.3, after taking into account amounts ----------- required to be established as reserves pursuant to the applicable Third Party Documents, amounts paid to Third Party Financiers in respect of interest, principal and other amounts owing to such Third Party Financiers and amounts paid in connection with the purchase of newly generated Receivables. (b) If on each Business Day, the Unpaid Balance of a Purchased Receivable is either (w) reduced as a result of any defective goods or services, any cash discount or any adjustment by a Seller (whether individually or in its performance of duties as Servicer), (x) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction and whether such claim relates to a Seller or any Affiliate thereof), (y) otherwise reduced as a result of any of the factors set forth in the definition of Dilution or (z) determined by the applicable Seller, Buyer or the Servicer to be on any date Ineligible Receivable as of the applicable Purchase Date, then, in such event, Buyer shall be entitled to a credit (each, a "Purchase Price Credit") against the Purchase Price otherwise payable to the applicable Seller hereunder equal to the full amount of such reduction or cancellation. If such Purchase Price Credit exceeds the original Purchase Price for the Receivables to be sold by the applicable Seller hereunder on the date such Purchase Price Credit arises, then the applicable Seller shall pay the remaining amount of such Purchase Price Credit in cash on the next succeeding Business Day. Upon the payment of any Purchase Price Credit relating to returned or repossessed goods, all right, title and interest in and to such goods shall be re-vested in the applicable Seller and Buyer shall have no further interest therein.

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.