Optional Purchase Clause Samples
The Optional Purchase clause grants one party the right, but not the obligation, to buy a specified asset or property under agreed terms. Typically, this clause outlines the conditions under which the purchase option can be exercised, such as timeframes, pricing mechanisms, and any required notices. Its core practical function is to provide flexibility and strategic advantage to the option holder, allowing them to secure the opportunity to purchase without committing upfront, thereby managing risk and future planning.
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Optional Purchase. (a) On any Distribution Date on which the sum of the Class A Note Balance plus the Class B Note Balance plus the Class C Note Balance has been or will, after giving effect to the application of Available Funds on such Distribution Date, be less than or equal to 10% of the sum of the initial Class A Note Balance plus the initial Class B Note Balance plus the initial Class C Note Balance, the Servicer shall have the option, upon no less than twenty (20) days prior written notice prior (or such lesser number of days permissible by the Clearing Agency and reasonably acceptable to the Indenture Trustee) to the related Distribution Date to the Issuer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee and the Rating Agencies, to reacquire the Trust Property, other than the Trust Accounts. The Indenture Trustee shall provide notice of the Optional Purchase to the Noteholders within 5 Business Days of its receipt of the Servicer’s notice. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Collection Account an amount equal to: (x) the aggregate Purchase Amount for the Loans, plus (y) the fair market value of any other property held by the Trust (other than the Trust Accounts), plus (z) sufficient funds to pay interest on the Notes through the date of redemption after giving effect to the application of Available Funds on such date. Notwithstanding the foregoing, the Servicer shall not exercise such option unless the purchase price paid by the Servicer and other funds held by the Issuer are sufficient to pay the full amount of principal and interest due and payable on each class of the Notes, and all amounts due and payable to the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer and the Owner Trustee under the Basic Documents. Upon such deposit the Servicer shall succeed to all interests in and to the Trust (other than the Trust Accounts).
(b) Notice of any termination of the Trust shall be given by the Servicer to the Board of Trustees, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Certificate Registrar and the Rating Agencies as soon as practicable after the Servicer has received notice of the occurrence of an event of termination under Section 9.1(a) of the Trust Agreement.
Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase Agreement, the Seller may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Account or the applicable Series Account, not later than such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement, the amount specified in such Supplement or Receivables Purchase Agreement.
(b) The amount deposited pursuant to subsection 12.2(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of the related Receivables Purchase Series. All Certificates of a Certificate Series which are to be redeemed by the Trust pursuant to subsection 12.2(a) shall be canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Seller. The Investor Interest of each Certificate Series which is redeemed by the Trust pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), shall, for the purposes of the definition of "Seller Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest shall thereupon be deemed to have been increased by the Investor Interest of such Certificate Series or the repurchased Receivables Purchase Interest.
Optional Purchase. 106 Section 12.03 Final Payment with Respect to any Series................107 Section 12.04 Termination Rights of Holder of Exchangeable Transferor Certificate................................109 ARTICLE XIII
Optional Purchase. The Servicer may at its option purchase the Trust Estate (other than the Reserve Account) at a time and price specified in Section 9.01 of the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Issuer shall effect retirement of the Certificates. Following such purchase, the Issuer shall dissolve, wind up and terminate pursuant to Section 7.01.
Optional Purchase. (a) If so provided in any Supplement, the Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3, the amount specified in such Supplement.
(b) The amount deposited pursuant to subsection 12.2(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.3 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Transferor pursuant to subsection 12.2(a) shall be delivered by the Transferor upon such purchase to, and be canceled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Transferor. The Investor Interest of each Series which is purchased by the Transferor pursuant to subsection 12.2(a) shall, for the purposes of the definition of "Transferor Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest of such Series.
Optional Purchase. On and after the Commitment Termination Date, the Servicer shall have the option, upon no less than 10 days’ prior written notice (or such lesser number of days reasonably acceptable to the Deal Agent) to the Borrower, the Collateral Agent, the Lenders and the Deal Agent, to reacquire the Dealer Loans, the Purchase Loans and the related Collateral in whole but not in part. To exercise such option, the Servicer shall deposit in the Collection Account an amount equal to: (x) the aggregate Purchase Amount for the Loans, plus (y) the fair market value of any other Collateral, plus (z) sufficient funds to pay interest on the Notes through the date of redemption after giving effect to the application of Available Funds on such date. Notwithstanding the foregoing, the Servicer shall not exercise such option unless the purchase price paid by the Servicer and other funds held by the Borrower are sufficient to pay all Aggregate Unpaids under the Transaction Documents. Upon such deposit the Servicer shall succeed to all interests in and to the Collateral.
Optional Purchase. On any Distribution Date on or after the Initial Optional Termination Date, the Holders of a majority in Percentage Interests of the Designated Class may purchase the Certificates of all other Classes by depositing with the Paying Agent on the preceding Master Servicer Remittance Date an amount equal to the Certificate Principal Balance of such Certificates on such Distribution Date plus interest thereon to such Distribution Date.
Optional Purchase. 23 SECTION 8.1 Optional Purchase of Trust Estate.......................... 23
Optional Purchase. 49 Section 9.04. Termination Upon Loss of REMIC Status....................................................49 Section 9.05. Disposition of Proceeds..................................................................50 ARTICLE X
Optional Purchase. The Issuer may purchase or cause to be purchased all of the Notes on any Interest Payment Date on which the aggregate current principal balance of the Notes shall be less than or equal to 20% of the initial aggregate principal balance of the Notes on the Date of Issuance, at a purchase price equal to the aggregate current principal balance of such Notes, plus accrued interest on the Notes through the day preceding the Interest Payment Date on which the purchase occurs. NOTICE OF REDEMPTION OR PURCHASE. Notice of the call for redemption shall be given by the Trustee by mailing a copy of the notice at least 15 days prior to the redemption or purchase date to the Registered Owners of the Notes to be redeemed in whole or in part at the address of such Registered Owner last showing on the registration books. Failure to give such notice or any defect therein shall not affect the validity of any proceedings for the redemption or purchase of such Auction Rate Notes for which no such failure or defect occurs. All Notes called for redemption or purchase will cease to bear interest after the specified redemption or purchase date, provided funds for their payment are on deposit at the place of payment at the time. If less than all Notes are to be redeemed or purchased, Notes shall be selected for redemption or purchase as provided in the Indenture. The Indenture provides that the Issuer may enter into a derivative product between the Issuer and a derivative provider (a "Reciprocal Payor"), as originally executed and as amended or supplemented, or other interest rate hedge agreement between the Issuer and a Reciprocal Payor, as originally executed and as amended or supplemented. Payments due to a Reciprocal Payor from the Issuer pursuant to the applicable Derivative Product are referred to herein as "Issuer Derivative Payments," and may be secured on a parity with any series of Bonds. The principal of and interest on the Class A Notes and any Additional Notes issued on a parity with the Class A Notes and any Issuer Derivative Payments secured on a parity with the Class A Notes are payable on a superior basis to such payments on the Class B Notes and any Additional Notes issued on a parity or subordinate to the Class B Notes; provided, however, that current principal and interest may be paid on the Class B Notes and any Additional Notes issued on a parity with the Class B Notes or subordinate to the Class B Notes if all principal and interest payments due and owing at s...