Deferred Purchase Price Sample Clauses

Deferred Purchase Price. On each Business Day on and after the Final Payout Date, the Master Servicer, on behalf of the Administrative Agent on behalf of the Funding Agents for the benefit of the Investors, shall pay to the SPV an amount equal to the Collections of Receivables received by the SPV less the accrued and unpaid Servicing Fee (and the SPV (or the Master Servicer on its behalf) shall apply such Collections in the manner described in Section 2.14).

Deferred Purchase Price. In accordance with the terms of this Agreement, the Servicer shall, on behalf of the Administrative Agent and each Purchaser, be deemed to automatically and immediately pay to the Seller the Deferred Purchase Price from time to time (i) prior to the Final Payout Date, when and to the extent funds are available therefor pursuant to Section 3.01 and (ii) after the Final Payout Date, on each Business Day from Collections to the extent such Collections exceed the accrued and unpaid Servicing Fee, in each case without further set-off or counterclaim. Any payment of any amount of Deferred Purchase Price shall be deemed to be made by each Purchaser according to its Percentage of such amount.

Deferred Purchase Price. (a) Promptly following the first anniversary of the Initial Closing, Purchaser shall deliver to Seller a statement setting forth its good faith calculation of Trailing Total Volume along with reasonable supporting documentation related thereto. In the event that Seller disputes Purchaser’s calculation of Trailing Total Volume, Seller shall notify Purchaser and the Parties shall work in good faith for a period up to thirty (30) days to resolve any discrepancies or disagreements. In the event that the Parties are unable to resolve any such discrepancies or disagreements during such thirty (30) day period, the Parties shall submit the matter to the Independent Accountant in accordance with the process contemplated by Section 2.4. In the event that the Trailing Total Volume is equal to or greater than 65% of the Total Volume, Purchaser shall pay to Seller, by wire transfer of immediately available funds, $1,000,000.00 (the “Deferred Purchase Price Payment”). Subject to Section 5.15(b), the Deferred Purchase Price Payment, if payable as determined by Purchaser’s calculation of Trailing Total Volume or subsequently by agreement of the Parties or determination of the Independent Accountant, shall be paid to Seller within three (3) Business Days following the first to occur of (i) Purchaser’s determination that such amount is owed, (ii) such time as the Parties resolve any discrepancies or disagreements related thereto in accordance with this Section 5.15(a), or (iii) following the date of final determination by the Independent Accountant. Purchaser shall not take any action or omit to take any action with the intent of reducing the Trailing Total Volume during the twelve (12) months following the Initial Closing. (b) In the event the Deferred Purchase Price Payment is due to Seller, and at or prior to such time Purchaser has delivered to Seller notice of a Claim in accordance with Section 8.4, and such Claim has not been resolved, Purchaser and Seller agree that all or any portion of the Deferred Purchase Price Payment representing the Purchaser’s good faith estimate of the indemnifiable Losses that may be incurred pursuant to such unresolved Claim shall not be paid over to Seller, but shall instead be deposited with a third party escrow agent reasonably acceptable to Purchaser and Seller, to be held pending resolution of such Claim, it being agreed that the balance of the Deferred Purchase Price Payment that is not subject to dispute, if any, shall be paid to Se...

Deferred Purchase Price. (a) On the terms and subject to the conditions set forth in this Section 1.09, Buyer shall pay to Seller in respect of each Period, as full or partial payment of the Deferred Purchase Price, as applicable, an amount equal to 40% of the amount, if any, by which the Subject Revenue for the Period exceeds $11,500,000 (each such payment, a “Deferred Payment”); provided that the maximum cumulative amount of the Deferred Payments shall be an amount equal to the amount of the Deferred Purchase Price. If the aggregate amount of Deferred Payments as of the end of the final Period is less than the amount of the Deferred Purchase Price, then the amount of the Deferred Purchase Price shall be reduced by the absolute value of the amount of such difference. Any such adjustment shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, except as otherwise required by Law. (b) As a condition to the payment in full of the Deferred Purchase Price, Seller represents and warrants to Buyer, solely for purposes of this Section 1.09, that the average amount of Subject Revenue in excess of $11,500,000 for the Periods (the “Average Excess Subject Revenue”) will be not less than $3,333,333.33 (and it is understood and agreed that the calculation of the Deferred Purchase Price assumes an Average Excess Subject Revenue of such amount). To the extent the foregoing representation and warranty is not true and correct as of the end of the final Period, Buyer’s sole and exclusive remedy hereunder will be the reduction of the Deferred Purchase Price in accordance with Section 1.09(a). (c) Buyer shall prepare an unaudited statement (a “Revenue Statement”) setting forth the Subject Revenue and calculation of the associated Deferred Purchase Price Payment, if any, for each of the following periods (each a “Period”): the 2017 calendar year; the 2018 calendar year; and the 2019 calendar year. Buyer shall deliver to Seller the Revenue Statement for each Period as soon as practicable after the end of the Period but not later than the immediately following March 31. (d) Section 1.07 shall apply mutatis mutandis to the examination and review of each Revenue Statement and calculation of the associated Deferred Payment, with references to the Revenue Statement and Deferred Payment being substituted where appropriate. (e) Any Deferred Payment in respect of a Period shall be due (i) within five (5) Business Days of acceptance of the associated Revenue Statement and (ii) if...

Deferred Purchase Price. On the Closing Date, and, thereafter, in each Settlement Statement, the Servicer shall calculate, as of the last day of the Accounting Period most recently completed, the amount (the "Deferred Purchase Price") equal to the Credit Enhancement Reserve, provided, that on and after a Liquidation Day and during the continuance of a Liquidation Period, the Deferred Purchase Price shall be equal to the Deferred Purchase Price as computed on the Business Day immediately preceding the commencement of such Liquidation Period.

Deferred Purchase Price. The Servicer, on behalf of the Administrator and the Purchasers, shall pay to the Seller, from Collections, the amounts payable to the Seller from time to time pursuant to Section 1.6(b)(ii), Section 1.6(b)(iv) and clause sixth of Section 1.6(d)(ii) (such amounts, the “Deferred Purchase Price” with respect to the Purchased Assets) at the times specified in such Sections, which remittances shall satisfy the obligation (up to the amount actually received by the Seller or Servicer) of the Administrator on behalf of the Purchasers to pay the Deferred Purchase Price with respect to the Purchased Assets to the Seller. The parties hereto acknowledge and agree that the Administrator and the Purchasers shall have the right to, and intend to, set off (i) the Seller’s obligation to pay (or cause to be paid) to the Purchasers (or to the Administrator on their behalf) all Collections on the portion of the Purchased Assets attributable to the Deferred Purchase Price against (ii) the Administrator’s and the Purchasers’ obligations to pay (or cause to be paid) to the Seller the Deferred Purchase Price.

Deferred Purchase Price. That portion of the Purchase Price for each Lot that is identified as the Deferred Purchase Price in Section 2 above is due and payable by Purchaser to Seller, as provided in and pursuant to the terms of the Lot Development Agreement.

Deferred Purchase Price. The Applicable Servicer, on behalf of the Purchaser, shall pay to the applicable Seller, from Collections, the amounts payable to such Seller from time to time pursuant to Section 1.6(b)(ii), Section 1.6(b)(iv) and the last paragraph of Section 1.6(d) (such amounts, the “Deferred Purchase Price” with respect to the Purchased Assets) at the times specified in such Sections and determined in accordance with Section 1.8(f).

Deferred Purchase Price. (a) For the purposes of this Section 3.5, the terms listed below shall have the following meanings: