Mandatory Repurchase Under Certain Circumstances Clause Samples

The "Mandatory Repurchase Under Certain Circumstances" clause requires a party, typically the issuer or seller, to buy back assets, securities, or goods from the other party if specific predefined events occur. For example, this clause may be triggered if there is a breach of representations, a regulatory change, or a default on obligations. Its core practical function is to protect the buyer or investor by ensuring they have a guaranteed exit or remedy if certain risks materialize, thereby allocating risk and providing assurance in the transaction.
Mandatory Repurchase Under Certain Circumstances. (a) The Seller shall promptly repurchase from the Buyer all of the Historical Advances for a repurchase price equal to the aggregate Outstanding Balance of all of the Historical Advances, if, at any time, the Buyer shall cease to have a perfected ownership interest in all of the Historical Advances purchased hereunder, free and clear of any Lien imposed by or in respect of Seller, or if any of the representations or warranties made by the Seller in Sections 3.1(b), (c), (f) and (i) prove to have been false or misleading in any material respect as of the date on which they were made, except that, with respect to the representations and warranties in Section 3.1(f), Seller shall be obligated to repurchase the Historical Advances as provided herein only if the failure of such representation and warranty results in any Form UCC-1 filed with respect to the Historical Advances not having been filed in a location effective to perfect a security interest (with respect to general intangibles) against the Seller under the Relevant UCC. (b) If a Repurchase Event occurs with respect to any particular Historical Advance, the Seller shall promptly repurchase such Historical Advance from the Buyer for a purchase price equal to the then Outstanding Balance of such Historical Advance. (c) Each of the Seller and the Buyer shall promptly notify the other if it becomes aware of or receives notice of any fact or circumstance that could or would cause the Seller to be obligated to repurchase any Historical Advance pursuant to this Section 2.5 or any Historical Advance is not otherwise recoverable. The repurchase price of any Historical Advances purchased hereunder shall be deposited by Seller into an account designated by Buyer within two (2) Business Days of Buyer notifying Seller that a Repurchase Event has occurred, or of Seller becoming aware that such Repurchase Event has occurred. (d) Upon receipt by the Buyer of the Outstanding Balance of any Historical Advance required to be repurchased by the Seller pursuant to this Section 2.5, the Buyer shall automatically and without further action, be deemed to sell, transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Historical Advance and all monies due or to become due with respect thereto; and such repurchased Historical Advance shall be treated by the Buyer as collected in full as of the date on which it was t...
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Mandatory Repurchase Under Certain Circumstances. The Originator agrees to repurchase from the Buyer or its assignee each Purchased Asset if at any time the Buyer shall cease to have a perfected ownership interest, or a first priority perfected security interest, in the Receivables, free and clear of any Lien (except for (x) any adverse claim with respect to a Receivable the Obligor of which is a Governmental Obligor, (y) the Lien arising in connection with this Agreement, and (z) any Permitted Liens which are in an aggregate dollar amount that is determined by the Administrative Agent, in its sole discretion, to be de minimis), within five days of notice -- ------- thereof by the Buyer. The repurchase price shall be paid by the Originator to the Buyer on such fifth day in an amount equal to the Repurchase Amount.
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Mandatory Repurchase Under Certain Circumstances. The Seller agrees to repurchase from the Administrative Agent (as agent for the Owners) the Purchased Interest if at any time the Administrative Agent, on behalf of the Owners, shall cease to have a perfected ownership interest, or a first priority perfected security interest, in the Receivables, free and clear of any Lien (except for (w) any adverse claim with respect to a Receivable the Obligor of which is a Governmental Obligor, (x) the Lien arising in connection with this Agreement, and (y) any Permitted Liens which are in an aggregate dollar amount that is determined by the Administrative Agent, in its sole discretion, to be de minimis), within five days of notice thereof by the -- ------- Administrative Agent. The repurchase price shall be paid by the Seller to the Administrative Agent for distribution to the Owners on such fifth day in an amount equal to the Net Investment and the Aggregate Unpaids.
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Mandatory Repurchase Under Certain Circumstances. Each Originator agrees to repurchase from Flowers any Receivable sold and/or Distributed by such Originator to Flowers hereunder if at any time Flowers shall cease to have a perfected ownership interest in such Receivable, free and clear of any Lien (other than Permitted Liens), within five (5) Business Days of notice thereof to the Originators by Flowers or Rabobank on its behalf. The repurchase price (the “Repurchase Price”) shall equal the aggregate Face Amount of any such Receivables and shall be paid by such Originator by deposit to a Collection Account, provided if no Event of Default has occurred and is continuing, such Originator may, at its option, pay such repurchase price by reducing the Purchase Price payable by Flowers on the date when such repurchase price is due for Receivables being purchased from such Originator on such date. Any repurchase price paid by such Originator pursuant to this Section 2.04 shall be treated as Collections.
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Mandatory Repurchase Under Certain Circumstances. The Seller agrees to repurchase from the Administrative Agent (as agent for the Owners) the Purchased Interest if at any time the Administrative Agent, on behalf of the Owners, shall cease to have a perfected ownership interest, or a first priority perfected security interest, in the Receivables, free and clear of any Lien (except for (w) any adverse claim with respect to a Receivable the Obligor of which is a Governmental Obligor, (x) the Lien arising in connection with this Agreement, (y) the second priority Lien in favor of Morgan Guaranty Trust Company of New York, as security agent for ▇▇▇ ▇▇edit Providers, described in the Amended and Restated Intercreditor Agreement and (z) any Permitted Liens which are in an aggregate dollar amount that is determined by the Administrative Agent, in its sole discretion, to be de minimis), within five days of notice thereof by the Administrative Agent. The repurchase price shall be paid by the Seller to the Administrative Agent for distribution to the Owners on such fifth day in an amount equal to the Net Investment and the Aggregate Unpaids.
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Mandatory Repurchase Under Certain Circumstances. The Originator shall repurchase from the Buyer (i) all Receivables constituting Purchased Assets if at any time, as determined by written advice of counsel, the Buyer or its assignee shall cease to have a perfected ownership interest or a first priority perfected security interest in all of the Purchased Assets, free and clear of any Lien and (ii) any Receivables that the Buyer determines were not, at the time of their Purchase hereunder, Eligible Receivables, in each case within five days of notice by the Buyer of its exercise of a repurchase right under this Section 2.
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Mandatory Repurchase Under Certain Circumstances. The Originator agrees to repurchase from the Buyer any Receivable included in the Purchased Assets if at any time the Buyer shall cease to have a perfected ownership interest in such Receivable, free and clear of any Adverse Claim arising through the Originator or its Affiliates other than the Buyer (except as otherwise provided herein), within five (5) Business Days of notice thereof to the Originator by the Buyer or the Administrative Agent. The repurchase price shall equal the aggregate Outstanding Balance of any such Receivable and shall be paid by the Originator on the date of such repurchase (and in any event within five (5) Business Days following such notice) by deposit of immediately available funds to the Lockbox Account; provided that, so long as no Termination Event has occurred and is continuing and to the extent that the Aggregate Funded Purchase Price is less than the Maximum Aggregate Funded Purchase Price, the Originator may, at its option, instead provide the Buyer with a credit therefor against future payments of Buyer Purchase Price. Any amounts deposited into the Collection Account by the Originator pursuant to this Section 2.04 shall be treated as Collections of the affected Receivables.
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Mandatory Repurchase Under Certain Circumstances. (a) The Seller agrees to repurchase from the Administrative Agent (as agent for the Owners) the Purchased Interest in any Receivable if (i) at any time the Administrative Agent, on behalf of the Owners, shall cease to have a perfected ownership interest, or a first priority perfected security interest, in such Receivable, free and clear of any Lien (except as provided herein) or (ii) any representation or warranty made in connection with this Agreement shall prove to be, or have been, false as of the time made, within five days of notice thereof by the Administrative Agent. The Seller shall pay the repurchase price in an amount equal to the Outstanding Balance of such Receivable to the Administrative Agent for distribution to the Owners in accordance with Section 2.08(f) or 2.09 hereof. (b) If an APA Purchaser's Purchase Commitment (as defined in the Asset Purchase Agreement) terminates and no other APA Purchaser(s) or replacement APA Purchaser(s) accept such terminating APA Purchaser's Purchase Commitment, the Maximum Net Investment shall be automatically reduced by the amount of such APA Purchaser's Purchase Commitment. If, following such reduction of the Maximum Net Investment, the Net Investment is greater than the Maximum Net Investment, the Seller agrees to either (i) pay to the Administrative Agent in reduction of the Net Investment or (ii) fund the Excess Funding Account, in an amount equal to but not less than the excess of the Net Investment over the Maximum Net Investment. Such funding shall occur on the date of termination of the APA Purchaser's Purchase Commitment.
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Mandatory Repurchase Under Certain Circumstances 
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Related to Mandatory Repurchase Under Certain Circumstances

  • Additional Interest Under Certain Circumstances (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline; (ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises; (iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or (iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent per annum for the first 90 day period immediately following the occurrence of such Registration Default (the “Additional Interest Rate”). The Additional Interest Rate shall increase by an additional 0.25 percent per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50 percent per annum. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial statements or any other information with respect to the Company required to be filed by the Company pursuant to applicable securities laws, where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events or developments with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with Section 6(a) from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities.

  • Termination Under Certain Circumstances If any Underwriter or Underwriters shall fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance with the terms hereof, and the amount of Firm Shares not purchased aggregates more than 10% of the total amount of Firm Shares set forth in Schedule I hereto, and arrangements satisfactory to you for the purchase of such Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(a)(vii) and Section 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the amount of Firm Shares agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 6 hereof).

  • Repurchase Prohibited in Certain Circumstances If the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase Upon Fundamental Change (including as a result of the payment of the related Fundamental Change Repurchase Price, and any related interest pursuant to the proviso to Section 4.02(D), on such Fundamental Change Repurchase Date), then (i) the Company may not repurchase any Notes pursuant to this Section 4.02; and (ii) the Company will cause any Notes theretofore surrendered for such Repurchase Upon Fundamental Change to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Notes in accordance with the Depositary Procedures).

  • Redemption Prohibited in Certain Circumstances If the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption Price, and any related interest pursuant to the proviso to Section 4.03(E), on such Redemption Date), then (i) the Company may not call for Redemption or otherwise redeem any Notes pursuant to this Section 4.03; and (ii) the Company will cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interests in such Notes in accordance with the Depositary Procedures).

  • Replacement of Lenders under Certain Circumstances The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.