Conditions of Purchase. Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject to the following conditions precedent:
(a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof;
(b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date;
(c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;
(d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof;
(e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and
(f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.
Conditions of Purchase. 48 7.1 General Conditions............................................................................ 48 7.2 Conditions to Obligations of Buyer............................................................ 48 7.3 Conditions to Obligations of Seller........................................................... 50 ARTICLE VIII TERMINATION OF OBLIGATIONS; SURVIVAL............................................................... 50 8.1 Termination of Agreement...................................................................... 50
Conditions of Purchase. 10 Section 3.1 Conditions Precedent to Initial Purchase......................................10 Section 3.2 Conditions Precedent to Subsequent Payments...................................10 Section 3.3 Reaffirmation of Representations and Warranties...............................10 ARTICLE IV. COVENANTS...............................................................................11 Section 4.1 Affirmative Covenants of Originators..........................................11 Section 4.2 Negative Covenants of Originators.............................................16
Conditions of Purchase. Each Investor's obligation to purchase and pay for the Purchased Shares hereunder shall be subject to compliance by the Company and each Principal Shareholder in all material respects with their agreements herein contained and to the fulfillment on or before and at the Closing of the following conditions:
Conditions of Purchase. Section 3.1 Conditions Precedent to Purchase........................10 Section 3.2 Conditions Precedent to Subsequent Payments.............11
Conditions of Purchase. In connection with your purchase of the Purchased Securities, the following documents are attached hereto, which you are requested to complete and sign as indicated and return, together with an executed copy of this Agreement, as soon as possible and, in any event, no later than 5:00 p.m. (Toronto time) on February 21, 2018:
(a) An executed copy of this Agreement;
(b) Schedule A, an information sheet, and, to the extent required, Appendix A to Schedule A, being Form 4C in the form required by the Stock Exchange;
(c) Schedule B, with respect to registration and delivery instructions; and
(d) Schedule C (Accredited Investor Certificate), including Appendix “A” and Appendix “B”, if the Subscriber is an individual purchaser relying on (j), (k) or (l) in Appendix “A”; and
(e) If applicable, Schedule D attached to the Subscription Agreement (Certification of U.S. Purchaser). The obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the conditions that:
(a) you execute and return all documents required by the applicable Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A to D attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to the Subscriber will not be qualified by a prospectus or registration statement;
(b) the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date;
(c) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and
(d) all necessary regulatory approvals being obtained prior to the Closing Date. By returning this Agreement you consent, and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement required by the applicable Securities Laws and the policies ...
Conditions of Purchase. Section 3.1
Conditions of Purchase. Purchaser’s obligation to purchase and pay for a Student Loan in a Portfolio hereunder shall be subject to the following conditions precedent:
(a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof;
(b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement with respect to such Student Loan are true on the Scheduled Sale Date relating to such Student Loan;
(c) any notification to or approval by the Secretary or Guarantee Agency required by the Act or the Guarantee Agreement as a condition to the assignment of such Student Loan shall have been made or received and evidence thereof delivered to both Purchaser and Purchaser ELT;
(d) without a prior Rating Agency Confirmation, all Student Loans purchased pursuant to this Agreement shall have been originated by Great Lakes Educational Loan Services, Inc. or ACS Education Services, Inc.; and
(e) the entire interest of Seller in such Student Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof.
Conditions of Purchase. The respective obligations of each Purchaser to purchase the Securities to be purchased by it at the Closing is subject to the satisfaction or waiver of each of the following conditions on or prior to the Closing Date:
Conditions of Purchase. Each Investor's obligation to purchase and pay for the Convertible Preferred Shares to be purchased by it shall be subject to compliance by the Company and the Stockholders with their agreements herein contained and to the fulfillment to the Investors' satisfaction, or the waiver by the Investors, on or before and at the Closing Date of the following conditions:
