The Initial Purchase Price Payment. (a) On or prior to the Initial Closing Date, the Initial Purchaser shall pay the Purchase Price for the purchase to be made from Maxtor with respect to the Receivables existing on or prior to the Initial Cut-Off Date (i) in cash in an amount equal to the amount received by the Initial Purchaser from the Purchaser in connection with the first Purchase made pursuant to the Receivables Purchase Agreement, minus the amount required to be paid by the Initial Purchaser to repurchase Receivables pursuant to the Repurchase Agreement and (ii) by the issuance of a promissory note in the form of Exhibit B to this Agreement payable to the order of Maxtor in the initial principal amount equal to the remainder of the Purchase Price owing after subtracting the amount paid in cash plus the balance of the Non-Negotiable Term Note dated April 8, 1998, executed and delivered by the Initial Purchaser in favor of Maxtor, as adjusted after giving effect to the Repurchase Agreement, and upon such adjustment and transfer of the outstanding balance pursuant to this Section 3.1(a), the Non-Negotiable Term Note dated April 8, 1998 shall be deemed cancelled in accordance with the terms of the Repurchase Agreement (such promissory note together with the promissory note issued to any other Originator hereunder, as it may be amended, supplemented, endorsed or otherwise modified from time to time, together with any promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being called an "Initial Purchaser Note"), each of which Initial Purchaser Note shall, in accordance with its terms, be subordinated to all interests in Pool Receivables and Related Rights and all obligations of the Initial Purchaser, of any nature, whether now or hereafter arising under or in connection with the Receivables Purchase Agreement.
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The Initial Purchase Price Payment. (a) On or prior to the Initial Closing Purchase Date, the Initial SPV Purchaser shall pay the Purchase Price for the purchase purchases to be made from Maxtor each of the Originators, with respect to the Receivables of such Originator existing on or prior to the Initial Cut-Off Date (i) in cash in an amount equal to the amount received by the Initial SPV Purchaser from the Purchaser under the Receivables Purchase Agreement as of the Initial Purchase Date in connection with the first Purchase made pursuant to the Receivables Purchase AgreementAgreement attributable to such Receivables, minus the amount required to be paid by the Initial Purchaser to repurchase Receivables pursuant to the Repurchase Agreement and (ii) by the issuance of a subordinated promissory note in the form of Exhibit B to this Agreement payable to the order of Maxtor such Originator in the initial principal amount equal to the remainder of the Purchase Price then owing to such Originator after subtracting the amount paid in cash plus the balance of the Non-Negotiable Term Note dated April 8, 1998, executed and delivered by the Initial Purchaser in favor of Maxtor, as adjusted after giving effect to the Repurchase Agreement, and upon such adjustment and transfer of the outstanding balance pursuant to this Section 3.1(a), the Non-Negotiable Term Note dated April 8, 1998 shall be deemed cancelled in accordance with the terms of the Repurchase Agreement (each such promissory note together with the promissory note issued to any other Originator hereundernote, as it may be amended, supplemented, endorsed or otherwise modified from time to time, together with any promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being called an "Initial SPV Purchaser Note" and, collectively, with the SPV Purchaser Notes issued to the other Originators, the "SPV Purchaser Notes"), each of which Initial SPV Purchaser Note shall, in accordance with its terms, be subordinated to all interests in Pool Receivables and Related Rights and all obligations of the Initial Purchaser, SPV Purchaser of any nature, whether now or hereafter arising arising, under or in connection with the Receivables Purchase Agreement.
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The Initial Purchase Price Payment. (a) On or prior to the Initial Closing Date, the Initial Purchaser shall pay the Purchase Price for the purchase to be made from Maxtor each Originator with respect to the Receivables existing on or prior to the Initial Cut-Off Date (other than the Initial Contributed Receivables) (i) in cash in an amount equal to such Originator's pro rata share (based on the ratio of the Unpaid Balance of the Receivables sold on such date generated by such Originator to the aggregate Unpaid Balance of the Receivables sold on such date generated by all of the Originators) the amount received by the Initial Purchaser from the Purchaser in connection with the first Purchase made pursuant to the Receivables Purchase Agreement, minus the amount required to be paid by the Initial Purchaser to repurchase Receivables pursuant to the Repurchase Agreement and (ii) by the issuance of a promissory note in the form of Exhibit B to this Agreement payable to the order of Maxtor such Originator in the initial principal amount equal to the remainder of the Purchase Price owing after subtracting the amount paid in cash plus the balance of the Non-Negotiable Term Note dated April 8, 1998, executed and delivered by the Initial Purchaser in favor of Maxtor, as adjusted after giving effect to the Repurchase Agreement, and upon such adjustment and transfer of the outstanding balance pursuant to this Section 3.1(a), the Non-Negotiable Term Note dated April 8, 1998 shall be deemed cancelled in accordance with the terms of the Repurchase Agreement (such promissory note together with the promissory note issued to any other Originator hereunder, as it may be amended, supplemented, endorsed or otherwise modified from time to time, together with any promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being called an "Initial Purchaser Note"), each of which Initial Purchaser Note Notes shall, in accordance with its terms, be subordinated to all interests in Pool Receivables and Related Rights and all obligations of the Initial Purchaser, of any nature, whether now or hereafter arising under or in connection with the Receivables Purchase Agreement.
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The Initial Purchase Price Payment. (a) On or prior to the Initial Closing Date, the Initial Purchaser shall pay the Purchase Price for the purchase to be made from Maxtor D&K with respect to the Receivables existing on or prior to the Initial Cut-Off Date (other than the Initial Contributed Receivables) (i) in cash in an amount equal to the amount received by the Initial Purchaser from the Purchaser in connection with the first Purchase made pursuant to the Receivables Purchase Agreement, minus the amount required to be paid by the Initial Purchaser to repurchase Receivables pursuant to the Repurchase Agreement and (ii) by the issuance of a promissory note in the form of Exhibit B to this Agreement payable to the order of Maxtor D&K in the initial principal amount equal to the remainder of the Purchase Price owing after subtracting the amount paid in cash plus the balance of the Non-Negotiable Term Note dated April 8, 1998, executed and delivered by the Initial Purchaser in favor of Maxtor, as adjusted after giving effect to the Repurchase Agreement, and upon such adjustment and transfer of the outstanding balance pursuant to this Section 3.1(a), the Non-Negotiable Term Note dated April 8, 1998 shall be deemed cancelled in accordance with the terms of the Repurchase Agreement (such promissory note together with the promissory note issued to any other Originator hereunder, as it may be amended, supplemented, endorsed or otherwise modified from time to time, together with any promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being called an "Initial Purchaser Note"), each of which Initial Purchaser Note shall, in accordance with its terms, be subordinated to all interests in Pool Receivables and Related Rights and all obligations of the Initial Purchaser, of any nature, whether now or hereafter arising under or in connection with the Receivables Purchase Agreement.
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Samples: Purchase and Sale Agreement (D & K Healthcare Resources Inc)