Purchase Price Protection Sample Clauses

Purchase Price Protection. With respect to any Mortgage Loan that prepays in full during the first sixty (60) days following the related Closing Date, the Seller shall reimburse the Purchaser the amount (if any) by which the Purchase Price paid by the Purchaser to the Seller exceeded 100% of the outstanding scheduled principal balance of the Mortgage Loan as of the related Cut-off Date, within thirty (30) days of such payoff. Upon any assignment of a Mortgage Loan and/or this Agreement, the Purchaser may at its option retain its rights under this Section 3.05 notwithstanding such assignment.

Purchase Price Protection. With respect to any Mortgage Loan that prepays in full on or prior to the last day of the third full month following the related Closing Date (or such other earlier date set forth in the related PPTL), the Seller shall reimburse the Purchaser an amount equal to the product of (a) the amount by which Purchase Price Percentage paid by the Purchaser to the Seller for such Mortgage Loan exceeds 100% and (b) the outstanding principal balance of the Mortgage Loan as of the Cut-off Date, reduced by the amount of any Prepayment Charge collected. Such payment shall be made within thirty (30) days of such payoff.

Purchase Price Protection. The Company will not, for ninety (90) days ------------------------- after the Closing without adjusting the Closing Price hereunder accordingly, sell (x) shares of Common Stock at a price per share of less than the Closing Price, or (y) rights, options, instruments or warrants to purchase Common Stock and securities of the Company that are or may become convertible into Common Stock ("Convertible Securities") at a conversion or exercise price per share less than the Closing Price; except for (i) shares sold or issued upon conversion, exercise or triggering of currently outstanding securities or rights; (ii) the sale or issuance of securities, rights, options or warrants to purchase securities of the Company under any plan, agreement or arrangement applicable to employees, directors or consultants; (iii) securities issued as a result of any stock split, stock dividend or reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock; (iv) securities issued upon conversion of or with respect to preferred stock of the Company; (v) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization whereby the Company owns not less than 51% of the voting power of such other corporation and (vii) securities issued following the date hereof in connection with licensing, sponsored research, equipment leasing, equipment financing, corporate partnering or any strategic partner transactions. In the event that, except as provided herein, the Company shall, during the period ending ninety (90) days after the Closing, sell any shares of Common Stock or any instruments that can be converted into or otherwise exchanged for Common Stock (the "Subsequent Sale") exercisable at a price per share (the "Subsequent Purchase Price") of less than the Closing Price per share, the Company shall within ten (10) business days of the Subsequent Sale, pay MAMI, at the Company's option, in either cash or additional shares of Common Stock the amount set forth in this Section 2.3. If the Company elects to pay in cash, the cash amount shall equal the number of Shares times the difference between the Closing Price and the Subsequent Purchase Price (the "Cash Amount"). If the Company elects to pay in Common Stock, the number of shares of Common Stock shall equal the Cash Amount divided by the Subsequent Purchase Price rounded to the nearest whole share. If the C...

Purchase Price Protection. With respect to any Mortgage Loan that is prepaid in full during the two (2) month period from and after the Closing Date, the Company shall upon written notice thereof from Purchaser received by Company within sixty (60) days of the date of such prepayment reimburse the Purchaser, within thirty (30) days of such notice, the amount (if any) by which the Purchase Price paid by the Purchaser to the Company exceeded 100% of the outstanding scheduled principal balance of the Mortgage Loan as of the Cut-off Date. Upon any assignment of a mortgage Loan and/or this Agreement, the Purchaser may at its option retain its rights under this Section 3.05 notwithstanding such assignment.

Purchase Price Protection. 38 ARTICLE IV ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS...............................39 Section 4.01. The Seller to Act as Servicer.............................................39 Section 4.02. Collection of Mortgage Loan Payments......................................40 Section 4.03. Realization Upon Defaulted Mortgage Loans.................................41 Section 4.04. Establishment of Custodial Accounts; Deposits in Custodial Accounts.......42 Section 4.05. Permitted Withdrawals From the Custodial Account..........................43 Section 4.06. Establishment of Escrow Accounts; Deposits in Accounts....................44 Section 4.07. Permitted Withdrawals From the Escrow Account.............................45

Purchase Price Protection. With respect to any Loan that prepays in full on or prior to the last day of the third full month following the related Closing Date (or such other date set forth in the related Confirmation), the Seller shall reimburse the Purchaser an amount equal to the product of (a) the excess of the Purchase Price percentage paid by the Purchaser to the Seller for such Loan over 100%, times (b) the outstanding principal balance of the Loan as of the date of such prepayment in full. Such payment shall be made within thirty (30) days of such payoff. Upon any assignment of a Loan and/or this Agreement, the Purchaser may at its option retain its rights under this Section 7.06 notwithstanding such assignment.

Purchase Price Protection. 35 Section 3.06 Review of Mortgage Loans......................................35

Purchase Price Protection. With respect to any Mortgage Loan that prepays in full during the three (3) month period from and after the related Closing Date, the Seller shall reimburse the Purchaser the amount (if any) of the Purchase Price Premium paid by the Purchaser to the Seller, multiplied by the UPB of such Mortgage Loan on the applicable Closing Date, within thirty (30) days of such payoff.

Purchase Price Protection. With respect to any Mortgage Loan that prepays in full at any time prior to the expiration of the Holding Period for such Mortgage Loan, the Company shall reimburse the Purchaser, within thirty (30) days following the prepayment in full of such Mortgage Loan, the amount (if any) by which the portion of the Purchase Price paid by the Purchaser to the Company for such Mortgage Loan exceeded 100% of the outstanding scheduled principal balance of the Mortgage Loan as of the related Cut-off Date, provided, that the Purchaser shall provide to the Company a statement of the amount to be reimbursed hereunder no later than sixty (60) days after the Company provides written notice of such prepayment to the Purchaser.