Common use of SELLER'S AGREEMENT TO REPURCHASE Clause in Contracts

SELLER'S AGREEMENT TO REPURCHASE. Seller agrees to pay to Buyer within *** Business Days, the full face amount, or any unpaid portion, of any Purchased Receivable: (A) with respect to such Purchase Receivable there has been any breach of warranty or representation set forth in Section 6.1 hereof (except for breaches of warranty or representations which are permitted to be, and have been, cured pursuant to Section 7 hereof) or any breach of any covenant contained in this Agreement with respect to such Purchased Receivable; or (B) with respect to such unpaid portion of the Purchased Receivable the Account Debtor asserts in good faith any discount, allowance, return, *** counterclaim, offset, defense, right of recoupment, right of return, warranty claim, or short payment (except for such matters as are permitted to be, and have been, cured pursuant to Section 7 hereof); together with, in the case of (A) or (B), all reasonable attorneys’ and professional fees and expenses and all court costs reasonably incurred by Buyer in collecting such Purchased Receivable and/or enforcing its rights under, or collecting amounts owed by Seller in connection with this Agreement (collectively, the “Repurchase Amount”). Upon such payment, the respective Purchased Receivables shall be deemed property of and owned solely by the Seller (and shall not be deemed to be a Purchased Receivable hereunder).

SELLER'S AGREEMENT TO REPURCHASE. Seller agrees to pay to Buyer within *** Business Dayson demand, the full face amount, or any unpaid portion, of any Purchased Receivable: (A) with respect to such Purchase Receivable there has been any breach of warranty or representation set forth in Section 6.1 hereof (except for breaches of warranty or representations which are permitted to be, and have been, cured pursuant to Section 7 and/or 10 hereof) or any breach of any covenant contained in this Agreement with respect to such Purchased Receivable; or (B) with respect to such unpaid portion of the Purchased Receivable the Account Debtor asserts in good faith any discount, allowance, return, *** dispute, counterclaim, offset, defense, right of recoupment, right of return, warranty claim, or short payment (except for such matters as are permitted to be, and have been, cured pursuant to Section 7 and/or 10 hereof); together with, in the case of (A) or (B), all reasonable attorneys’ and professional fees and expenses and all court costs reasonably incurred by Buyer in collecting such Purchased Receivable and/or enforcing its rights under, or collecting amounts owed by Seller in connection with this Agreement (collectively, the “Repurchase Amount”). Upon such payment, the respective Purchased Receivables shall be deemed property of and owned solely by the Seller (and shall not be deemed to be a Purchased Receivable hereunder).

SELLER'S AGREEMENT TO REPURCHASE. Seller agrees to pay to Buyer within *** Business Dayson demand, the full face amount, or any unpaid portion, of any Purchased Receivable: (A) with respect to such Purchase Receivable which there has been any breach of warranty or representation set forth in Section 6.1 SECTION 6 hereof (except for breaches of warranty or representations which are permitted to be, and have been, cured pursuant to Section SECTION 7 hereof) or any breach of any covenant contained in this Agreement with respect to such Purchased ReceivableAgreement; or (B) with respect to such unpaid portion of the Purchased Receivable which the Account Debtor asserts in good faith any discount, allowance, return, *** dispute, counterclaim, offset, defense, right of recoupment, right of return, warranty claim, or short payment (except for (i) such matters as are permitted to be, and have been, cured pursuant to Section SECTION 7 hereof); together with, in the case of (A) hereof or (B), all reasonable attorneys’ and professional fees and expenses and all court costs reasonably incurred by ii) such matters with respect to which Seller provides evidence satisfactory to Buyer that such assertion was not made in collecting such Purchased Receivable and/or enforcing its rights under, or collecting amounts owed by Seller in connection with this Agreement good faith. (collectively, the “"Repurchase Amount”"). Upon such payment, the respective Purchased Receivables shall be deemed property of and owned solely by the Seller (and shall not be deemed to be a Purchased Receivable hereunder).

SELLER'S AGREEMENT TO REPURCHASE. Seller agrees to pay to Buyer within *** Business Dayson demand, the full face amount, or any unpaid portion, of any Purchased Receivable: (A) with respect to such Purchase Receivable there has been any breach of warranty or representation set forth in Section 6.1 hereof (except for For breaches of warranty or representations which are permitted to be, and have been, cured pursuant to Section 7 hereof) or any breach of any covenant contained in this Agreement with respect to such Purchased Receivable; or (B) with respect to such unpaid portion of the Purchased Receivable the Account Debtor asserts in good faith any discount, allowance, return, *** dispute, counterclaim, offset, defense, right of recoupment, right of return, warranty claim, or short payment (except for such matters as are permitted to be, and have been, cured pursuant to Section 7 Section7 hereof); together with, in the case of (A) or (B), all reasonable attorneys’ and professional fees and expenses and all court costs reasonably incurred by Buyer in collecting such Purchased Receivable and/or enforcing its rights under, or collecting amounts owed by Seller in connection with this Agreement (collectively, the “Repurchase Amount”). Upon such payment, the respective Purchased Receivables shall be deemed property of and owned solely by the Seller (and shall not be deemed to be a Purchased Receivable hereunder).

SELLER'S AGREEMENT TO REPURCHASE. Seller agrees to pay to Buyer within *** Business Dayson demand, the full face amount, or any unpaid portion, of any Purchased Receivable: (A) with respect to such Purchase Purchased Receivable there has been any breach of warranty or representation set forth in Section 6.1 hereof (except for breaches of warranty or representations which are permitted to be, and have been, cured pursuant to Section 7 hereof) or any breach of any covenant contained in this Agreement with respect to such Purchased Receivable; or (B) with respect to such unpaid portion of the Purchased Receivable the Account Debtor asserts in good faith any discount, allowance, return, *** dispute, counterclaim, offset, defense, right of recoupment, right of return, warranty claim, or short payment (except for (i) such matters as are permitted to be, and have been, cured pursuant to Section 7 hereofhereof or (ii) such matters with respect to which Seller provides evidence satisfactory to Buyer in its reasonable discretion that such assertion was not a legitimate claim made in good faith; provided, however, in the event that subsequent to Seller providing such satisfactory evidence to Buyer, Buyer determines that the discount, allowance, return, dispute, counterclaim, offset, defense, right of recoupment, right of return, warranty claim, or short payment was or is a legitimate claim, then such Purchased Receivable shall be repurchased at such time) (each, a “Repurchase Event”); together with, in the case of (A) or (B), all reasonable attorneys’ and professional fees and expenses and all court costs reasonably incurred by Buyer in collecting such Purchased Receivable and/or enforcing its rights under, or collecting amounts owed by Seller in connection with this Agreement (collectively, the “Repurchase Amount”). Upon such payment, the respective Purchased Receivables shall be deemed property of and owned solely by the Seller (and shall not be deemed to be a Purchased Receivable hereunder).

SELLER'S AGREEMENT TO REPURCHASE. Seller agrees to pay to Buyer within *** Business Dayson demand, the full face amount, or any unpaid portion, of any Purchased Receivable: (A) with respect to such Purchase Receivable there has been any breach of warranty or representation set forth in Section 6.1 hereof (except for breaches of warranty or representations which are permitted to be, and have been, cured pursuant to Section 7 hereof) or any breach of any covenant contained in this Agreement with respect to such Purchased Receivable; or (B) with respect to such unpaid portion of the Purchased Receivable the Account Debtor asserts in good faith any discount, allowance, return, *** dispute, counterclaim, offset, defense, right of recoupment, right of return, warranty claim, or short payment (except for such matters as are Silicon Valley Bank Non-Recourse Receivables Purchase Agreement permitted to be, and have been, cured pursuant to Section 7 hereof); together with, in the case of (A) or (B), all reasonable attorneys’ and professional fees and expenses and all court costs reasonably incurred by Buyer in collecting such Purchased Receivable and/or enforcing its rights under, or collecting amounts owed by Seller in connection with this Agreement (collectively, the “Repurchase Amount”). Upon such payment, the respective Purchased Receivables shall be deemed property of and owned solely by the Seller (and shall not be deemed to be a Purchased Receivable hereunder).