Reassignment of Ineligible Receivables. If any representation or warranty under Section 4.2(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account and, as a result thereof, the Purchaser is required to accept a reassignment of Ineligible Receivables pursuant to Section 2.4(d) of the Transfer and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser). Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.3. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Indenture of Eligible Receivable with respect to such Receivable available to Purchaser.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Alliance Data Systems Corp)
Reassignment of Ineligible Receivables. If any representation or warranty under Section 4.2(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account and, as a result thereof, the Purchaser is required to accept a reassignment of Ineligible Receivables pursuant to Section 2.4(d2.4(c) of the Transfer and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser). Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.3. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Indenture of Eligible Receivable with respect to such Receivable available to Purchaser.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Bread Financial Holdings, Inc.)
Reassignment of Ineligible Receivables. If In the event that (x) any representation or warranty under Section 4.2(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account andAccount, as and (y) the Receivable to which such untrue or incorrect representation or warranty relates is given a result thereof, value of zero for purposes of determining the Purchaser is required to accept a reassignment of Ineligible aggregate Principal Receivables pursuant to Section 2.4(d) under the terms of the Transfer Pooling and Servicing Agreement, RPA Seller TCC shall pay to Purchaser TRC an amount in cash equal to the Purchase Price Price, adjusted for any Collections received, paid for any such Ineligible Receivable by Purchaser TRC to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser)TCC. Such amount may be offset against any amounts due from Purchaser TRC to RPA Seller TCC with respect to the Purchase Price for Receivables sold to Purchaser TRC on such day; provided provided, however, that RPA Seller TCC shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period Period, which payment shall be made in accordance with Section 3.3. The obligation of RPA Seller TCC set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Indenture Pooling and Servicing Agreement of Eligible Receivable with respect to such Receivable available to PurchaserTRC and TRC shall not be obligated to transfer any such Receivable to TCC.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Target Receivables Corp)
Reassignment of Ineligible Receivables. If In the event that (x) any representation or warranty under Section 4.2(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account andAccount, as and (y) the Receivable to which such untrue or incorrect representation or warranty relates is given a result thereof, value of zero for purposes of determining the Purchaser is required to accept a reassignment of Ineligible aggregate Principal Receivables pursuant to Section 2.4(d) under the terms of the Transfer Pooling and Servicing Agreement, RPA Seller RNB shall pay to Purchaser TCC an amount in cash equal to the Purchase Price Price, adjusted for any Collections received, paid for any such Ineligible Receivable by Purchaser TCC to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser)RNB. Such amount may be offset against any amounts due from Purchaser TCC to RPA Seller RNB with respect to the Purchase Price for Receivables sold to Purchaser TCC on such day; provided provided, however, that RPA Seller RNB shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period Period, which payment shall be made in accordance with Section 3.3. The obligation of RPA Seller RNB set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Indenture Pooling and Servicing Agreement of Eligible Receivable with respect to such Receivable available to PurchaserTCC and TCC shall not be obligated to transfer any such Receivable to RNB.
Appears in 1 contract
Sources: Bank Receivables Purchase Agreement (Target Receivables Corp)