Compelled Disposition Sample Clauses
A Compelled Disposition clause outlines the procedures and obligations that apply when a party is legally required to transfer, sell, or otherwise dispose of certain assets or interests, typically due to regulatory, court, or governmental orders. In practice, this clause may specify the steps the affected party must take to comply with such orders, such as notifying the other parties, seeking approvals, or following a prescribed process for the sale or transfer. Its core function is to ensure that all parties are prepared for and understand their responsibilities in the event of a forced disposition, thereby minimizing disruption and legal uncertainty.
Compelled Disposition. The Investor acknowledges and agrees that:
(1) any purchase or transfer of a beneficial interest in a Subject Note to a Person who cannot satisfy or violates the representation in clause (i) above (any such Person, a Non-Permitted ERISA Holder) shall be null and void and any such purported transfer of which the Issuer or the Trustee shall have notice may be disregarded by the Issuer, the Trustee and the Note Registrar for all purposes;
(2) if any Non-Permitted ERISA Holder shall become the beneficial owner of an interest in any Subject Note, the Issuer shall, promptly after discovery by the Issuer that such Person is a Non-Permitted ERISA Holder or upon notice from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge), if the Trustee makes the discovery and who agrees to notify the Issuer of such discovery, send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Subject Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) within 20 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Subject Notes, the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Subject Notes or interest in such Subject Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) on such terms as the Issuer may choose;
(3) the Issuer, or the Collateral Manager acting on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Subject Notes and sell such Subject Notes to the highest such bidder, provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is not a Non-Permitted ERISA Holder). However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion;
(4) by its acceptance of an interest in the Subject Notes, the Investor agrees to cooperate with the Issuer to effect suc...
Compelled Disposition. We acknowledge and agree that: (i) if any representation that we made hereunder is subsequently shown to be false or misleading or our beneficial ownership otherwise causes a violation of the 25% Limitation, the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after such discovery or upon notice to the Issuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, in which case the Trustee agrees to notify the Issuer of such discovery), send notice to us demanding that we transfer all or any portion of our Subject Securities (or our interests therein) to a person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice; (ii) if we fail to so transfer our Subject Securities (or our interests therein), the Issuer shall have the right, without further notice to us, to sell our Subject Securities or our interests therein to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose; (iii) the Issuer, or the Collateral Manager on behalf of the Issuer, may, but is not required to, select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Subject Securities and selling our Subject Securities (or our interests therein) to the highest such bidder; (iv) by our acceptance of the Subject Securities (or any interest therein), we agree to cooperate with the Issuer and the Trustee to effect such transfers; (v) the proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to us; and
Compelled Disposition. We acknowledge and agree that:
Compelled Disposition. We acknowledge and agree that if any representation made hereunder is subsequently shown to be false or misleading or our beneficial ownership otherwise causes a violation of the 25% Limitation (in any such case the Investor becomes a Non-Permitted ERISA Holder), the Issuer has the right under the Indenture to compel us to sell our interest in the Purchased Notes, or may sell such interest in such Purchased Notes on behalf of such Non-Permitted ERISA Holder.
Compelled Disposition. The investor acknowledges and agrees that:
Compelled Disposition the proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to us; and (vi) the terms and conditions of any sale under this sub-section shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the Collateral Manager shall be liable to any Person as a result of any such sale or the exercise of such discretion.