Settlement and Ongoing Payment of Purchase Price Sample Clauses

Settlement and Ongoing Payment of Purchase Price. On each Distribution Date, RPA Seller shall deliver a settlement statement (the “Settlement Statement”), showing the aggregate Purchase Price of Receivables conveyed to Purchaser during the prior Monthly Period (or, with respect to the first Distribution Date following the Effective Date, the period from and including the Effective Date through the last day of the calendar month preceding such Distribution Date), and the amount which remains unpaid as Credit Adjustments made with respect to such period pursuant to Section 3.02 or any adjustment to the Purchase Price of Receivables with respect to such period pursuant to Section 6.01, each of which shall reduce the aggregate Purchase Price payable by Purchaser for such period. Any balance due from Purchaser to RPA Seller shall be paid in accordance with Section 3.01. Any balance due from RPA Seller to Purchaser shall be paid in immediately available funds.
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Settlement and Ongoing Payment of Purchase Price. Prior to each Purchase Price Payment Date, Chase USA shall deliver a settlement statement (the “Settlement Statement”) to Chase Card Funding, showing (a) the aggregate Purchase Price of Receivables, Additional Collateral Certificates or increases in the invested amount of Collateral Certificates conveyed to Chase Card Funding during the prior Monthly Period, (b) the amount of Purchase Price Adjustments made with respect to such prior Monthly Period pursuant to Section 3.02, including any adjustment to the Purchase Price with respect to such period pursuant to Section 2.06 and (c) the portion thereof paid in cash, the portion represented by an increase in the Subordinated Note and the portion represented by a capital contribution pursuant to subsection 3.01(b). To the extent that Chase Card Funding elects to remit to Chase USA an amount greater than the Purchase Price of such Receivables, net of any Purchase Price Adjustment, Chase USA shall first apply such amount to the payment of the unpaid principal of the Subordinated Note, if any. If, after giving effect to any such payment in respect of the Subordinated Note, Chase USA has received an amount greater than the Purchase Price, net of any Purchase Price Adjustment, Chase USA shall retain such amounts and, at the option of Chase Card Funding (x) issue its note to Chase Card Funding with terms substantially similar to the terms of the Subordinated Note or (y) subject to applicable legal restrictions and internal approvals, elect to treat such amounts as a dividend or return of capital to Chase USA. Subject to the conditions set forth in Section 17 of the LLC Agreement, Chase Card Funding may distribute to Chase USA available cash that has not been reserved for the payment of the Purchase Price and other expenses and liabilities of Chase Card Funding at the times determined by Chase Card Funding in its sole discretion.
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Settlement and Ongoing Payment of Purchase Price. On each Payment Date under the Base Indenture, each Seller shall deliver a settlement statement (each, a "Settlement Statement") to Purchaser, showing (a) the aggregate Purchase Price of Originator Receivables conveyed to Purchaser during the prior Monthly Period, the portion thereof paid in cash and the portion represented by an increase in the principal amount of the related Subordinated Note and (b) any adjustment to the Purchase Price of Originator Receivables with respect to such Monthly Period pursuant to Section 6.1. Any cash balance due from Purchaser to a Seller shall be paid in cash in immediately available funds to such Seller or the outstanding balance of the related Subordinated Note shall be increased to reflect such unpaid balance, or a combination of the foregoing shall occur, and any balance due from a Seller to Purchaser shall be paid in immediately available funds to Purchaser. To the extent that any Seller has received an amount greater than the Purchase Price of such Originator Receivables, such Seller shall first apply such amount to the payment of the unpaid principal of the related Subordinated Note, if any. If, after giving effect to any such payment in respect of such Subordinated Note, such Seller has received an amount greater than the Purchase Price, such Seller shall retain such amounts and, at the option of Purchaser (A) issue its note to Purchaser with terms substantially similar to the terms of the related Subordinated Note or (B) subject to applicable legal restrictions, elect to treat such amounts as a dividend.
Sample 1
Settlement and Ongoing Payment of Purchase Price. On each Business Day, RNB shall deliver a settlement statement (the "Settlement Statement") to TCC, showing the aggregate Purchase Price of Receivables conveyed to TCC on such Business Day, and the amount which remains unpaid as Credit Adjustments made with respect to such Business Day pursuant to Section 3.2 hereof and any adjustment to the Purchase Price of Receivables with respect to such Business Day pursuant to Section 6.1 hereof. On each Distribution Date, RNB shall calculate the actual aggregate Purchase Price and Credit Adjustments for each day during the preceding Monthly Period which shall also reflect adjustments to the aggregate Purchase Price for such Monthly Period required pursuant to Section 6.1. Any balance due from TCC to RNB shall be paid in immediately available funds to RNB and any balance due from RNB to TCC shall be paid in immediately available funds to TCC.
Sample 1
Settlement and Ongoing Payment of Purchase Price. On each Distribution Date under the Pooling and Servicing Agreement, the Seller shall deliver to RFC a settlement statement in substantially the form of Exhibit B (the "Settlement Statement"), showing the aggregate Purchase Price of Receivables conveyed to RFC during the prior Due Period, and the amount which remains unpaid as Credit Adjustments made with respect to such prior Due Period pursuant to Section 5 hereof. Any balance due from RFC to the Seller shall be paid in immediately available funds or the Seller shall convey such amount as a capital contribution to RFC and any balance due from the Seller to RFC shall be paid in immediately available funds.
Sample 1
Settlement and Ongoing Payment of Purchase Price. On each Distribution Date under the Pooling and Servicing Agreement, the Seller shall deliver to the Purchaser a settlement statement in substantially the form of Exhibit A (the "Settlement Statement"), showing the aggregate Purchase Price of Receivables conveyed to the Purchaser during the prior Collection Period, and the amount which remains unpaid as Credit Adjustments made with respect to such prior Collection Period pursuant to Section 5 hereof. Any balance due from the Purchaser to the Seller shall be paid in immediately available funds or the Seller shall convey such amount as a capital contribution to the Purchaser and any balance due from the Seller to the Purchaser shall be paid in immediately available funds.
Sample 1

Related to Settlement and Ongoing Payment of Purchase Price

  • Allocation of Purchase Price (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

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