Common use of Consummation of Purchase Clause in Contracts

Consummation of Purchase. The purchase of the Purchased Interest shall occur on a date selected by the Non-Defaulting Parties, which date shall be not later than ten (10) Business Days after written notice by the Administrative Agent to the Defaulting Lender of the exercise of the option to purchase by the Non-Defaulting Parties. The purchase price paid by the Non-Defaulting Parties to the Defaulting Lender pursuant to the preceding provisions of this Section 10 shall be paid on such date in immediately available funds, and concurrently therewith the Defaulting Lender shall execute and deliver to the Non-Defaulting Parties documents reasonably satisfactory to the Non-Defaulting Parties, assigning to the Non-Defaulting Parties the Defaulting Lender’s Purchased Interest, without covenant or warranty, express or implied, except that the Defaulting Lender shall warrant its ownership of the Purchased Interest, the amount of indebtedness outstanding thereunder, and its authority and capacity to execute and deliver such documents. Also concurrently therewith, the Non-Defaulting Parties shall execute and deliver to the Defaulting Lender documents reasonably satisfactory to the Defaulting Lender, assuming the Purchased Interest and releasing and holding harmless the Defaulting Lender from all liability, damages, costs and expenses with respect to the making of the Loan arising in connection with events or circumstances occurring after the date of such purchase and sale. To the extent a Non-Defaulting Lender acquires all or any portion of a Purchased Interest, such Non-Defaulting Lender’s Proportionate Share shall thereafter be increased to include such portion of such Purchased Interest so acquired. Nothing contained in this Section 10.4 shall preclude the Non-Defaulting Parties from exercising any or all rights and remedies that such Non-Defaulting Parties may have, as set forth herein or otherwise, with respect to or against any Defaulting Lender.

Consummation of Purchase. The purchase of the Purchased Interest shall occur on a date selected by the Non-Defaulting Parties, which date shall be not later than ten (10) Business Days after written notice by the Administrative Agent to the Defaulting Lender of the exercise of the option to purchase by the Non-Defaulting Parties. The purchase price paid by the Non-Defaulting Parties to the Defaulting Lender pursuant to the preceding provisions of this Section 10 shall be paid on such date in immediately available funds, and concurrently therewith the Defaulting Lender shall execute and deliver to the Non-Defaulting Parties documents reasonably satisfactory to the Non-Defaulting Parties, assigning to the Non-Defaulting Parties the Defaulting Lender’s 's Purchased Interest, without covenant or warranty, express or implied, except that the Defaulting Lender shall warrant its ownership of the Purchased Interest, the amount of indebtedness outstanding thereunder, and its authority and capacity to execute and deliver such documents. Also concurrently therewith, the Non-Defaulting Parties shall execute and deliver to the Defaulting Lender documents reasonably satisfactory to the Defaulting Lender, assuming the Purchased Interest and releasing and holding harmless the Defaulting Lender from all liability, damages, costs and expenses with respect to the making of the Loan arising in connection with events or circumstances occurring after the date of such purchase and sale. To the extent a Non-Defaulting Lender acquires all or any portion of a Purchased Interest, such Non-Defaulting Lender’s 's Proportionate Share shall thereafter be increased to include such portion of such Purchased Interest so acquired. Nothing contained in this Section 10.4 shall preclude the Non-Defaulting Parties from exercising any or all rights and remedies that such Non-Defaulting Parties may have, as set forth herein or otherwise, with respect to or against any Defaulting Lender.

Consummation of Purchase. The purchase Upon the Ally Parties’ receipt of the Purchased Interest Purchase Notice, Hercules irrevocably shall occur on a date selected by be committed to acquire from the Non-Defaulting Ally Parties, which date and the Ally Parties irrevocably shall be committed to sell to Hercules, all (but not later less than all) of the aggregate amount of the Ally Loan and the right, title, and interest of the Ally Parties in and to the Ally Financing Documents (the “Purchase”), by paying to the Ally Parties, within ten (10) Business Days after written notice by (the Administrative Agent to the Defaulting Lender “Option Period”) following receipt of the exercise of the option to purchase by the Non-Defaulting Parties. The purchase price paid by the Non-Defaulting Parties to the Defaulting Lender pursuant to the preceding provisions of this Section 10 shall be paid on such date Purchase Notice, in immediately available fundsfunds by Federal funds wire transfer, a purchase price (the “Purchase Price”) equal to: 100% of the outstanding balance with respect to the Ally Loan due thereunder (including, without limitation, principal, interest accrued and unpaid thereon and any unpaid fees and reasonable and documented expenses to the extent earned or due and payable in accordance with the Ally Financing Documents). The Ally Parties agree to provide customary loan sale documents (the “Purchase Documents”) to effectuate the Purchase within three (3) Business Days following receipt of the Purchase Notice and shall provide copies of all of the Ally Financing Documents then in effect. Upon execution and delivery of the Purchase Documents and payment of the Purchase Price, the Ally Parties (i) shall assign and deliver to Hercules the Ally Financing Documents, with appropriate assignment and endorsement, and concurrently therewith the Defaulting Lender any Collateral in its possession, and (ii) shall execute and deliver such other documents, instruments, and agreements reasonably necessary to the Non-Defaulting Parties documents reasonably satisfactory to the Non-Defaulting Partieseffect such assignment. The Purchase shall be without any representation, assigning to the Non-Defaulting Parties the Defaulting Lender’s Purchased Interestrecourse, without covenant or warranty, express or implied, except that the Defaulting Lender Ally Parties shall represent and warrant its ownership of the Purchased Interest, to Hercules (i) the amount of indebtedness outstanding thereunderprincipal, interest and fees owed to the Ally Parties on the closing date of the Purchase, (ii) that none of the Ally Parties has assigned or encumbered its rights in the Ally Loan or the Ally Financing Documents, (iii) that the Ally Financing Documents, as provided by the Ally Parties are the complete and correct forms thereof, and its authority (iv) that each of the Ally Parties owns and capacity has the unrestricted right to execute transfer to Hercules all right, title, and deliver such documents. Also concurrently therewith, the Non-Defaulting Parties shall execute and deliver to the Defaulting Lender documents reasonably satisfactory to the Defaulting Lender, assuming the Purchased Interest and releasing and holding harmless the Defaulting Lender from all liability, damages, costs and expenses interest with respect to the making Ally Financing Documents at no expense or charge to Hercules other than payment of the Loan arising Purchase Price. In the event the Ally Parties do not timely comply with the respective obligations set forth above, the Option Period shall be extended, provided that the foregoing shall not constitute a waiver by Hercules for any other remedies it may have in connection law or equity for failure by the Ally Parties to timely comply with events or circumstances occurring after their respective obligations. Upon receipt of the date of such purchase Purchase Notice, the Ally Parties shall cease and sale. To the extent a Non-Defaulting Lender acquires all or any portion of a Purchased Interest, such Non-Defaulting Lender’s Proportionate Share shall thereafter be increased to include such portion of such Purchased Interest so acquired. Nothing contained in this Section 10.4 shall preclude the Non-Defaulting Parties refrain from exercising any or all rights and remedies that such Non-Defaulting Parties may have, as set forth herein or otherwise, with respect to or against any Defaulting LenderEnforcement Actions until the expiration of the Option Period.

Consummation of Purchase. The purchase Upon the Ally Parties’ receipt of the Purchased Interest Purchase Notice, Hercules irrevocably shall occur on a date selected by be committed to acquire from the Non-Defaulting Ally Parties, which date and the Ally Parties irrevocably shall be committed to sell to Hercules, all (but not later less than all) of the aggregate amount of the Ally Loan and the right, title, and interest of the Ally Parties in and to the Ally Financing Documents (the “Purchase”), by paying to the Ally Parties, within ten (10) Business Days after written notice by (the Administrative Agent to the Defaulting Lender “Option Period”) following receipt of the exercise of the option to purchase by the Non-Defaulting Parties. The purchase price paid by the Non-Defaulting Parties to the Defaulting Lender pursuant to the preceding provisions of this Section 10 shall be paid on such date Purchase Notice, in immediately available fundsfunds by Federal funds wire transfer, a purchase price (the “Purchase Price”) equal to: 100% of the outstanding balance with respect to the Ally Loan due thereunder (including, without limitation, principal, interest accrued and unpaid thereon and any unpaid fees and reasonable and documented expenses to the extent earned or due and payable in accordance with the Ally Financing Documents). The Ally Parties agree to provide customary loan sale documents (the “Purchase Documents”) to effectuate the Purchase within three (3) Business Days following receipt of the Purchase Notice and shall provide copies of all of the Ally Financing Documents then in effect. Upon execution and delivery of the Purchase Documents and payment of the Purchase Price, the Ally Parties (i) shall assign and deliver to Hercules the Ally Financing Documents, with appropriate assignment and endorsement, and concurrently therewith the Defaulting Lender any Collateral in its possession, and (ii) shall execute and deliver such other documents, instruments, and agreements reasonably necessary to the Non-Defaulting Parties documents reasonably satisfactory to the Non-Defaulting Partieseffect such assignment. The Purchase shall be without any representation, assigning to the Non-Defaulting Parties the Defaulting Lender’s Purchased Interestrecourse, without covenant or warranty, express or implied, except that the Defaulting Lender Ally Parties shall represent and warrant its ownership of the Purchased Interest, to Hercules (i) the amount of indebtedness outstanding thereunderprincipal, interest and fees owed to the Ally Parties on the closing date of the Purchase, (ii) that none of the Ally Parties has assigned or encumbered its rights in the Ally Loan or the Ally Financing Documents, (iii) that the Ally Financing Documents, as provided by the Ally Parties are the complete and correct forms thereof, and its authority (iv) that each of the Ally Parties owns and capacity has the unrestricted right to execute transfer to Hercules all right, title, and deliver such documents. Also concurrently therewith, the Non-Defaulting Parties shall execute and deliver to the Defaulting Lender documents reasonably satisfactory to the Defaulting Lender, assuming the Purchased Interest and releasing and holding harmless the Defaulting Lender from all liability, damages, costs and expenses interest with respect to the making Ally Financing Documents at no expense or charge to Hercules other than payment of the Loan arising Purchase Price. In the event the Ally Parties do not timely comply with the respective obligations set forth above, the Option Period shall be extended, provided that the foregoing shall not constitute a waiver by Hercules for any other remedies it may have in connection law or equity for failure by the Ally Parties to timely comply with events or circumstances occurring after their respective obligations. Upon receipt of the date of such purchase Purchase Notice, the Ally Parties shall cease and sale. To the extent a Non-Defaulting Lender acquires all or any portion of a Purchased Interest, such Non-Defaulting Lender’s Proportionate Share shall thereafter be increased to include such portion of such Purchased Interest so acquired. Nothing contained in this Section 10.4 shall preclude the Non-Defaulting Parties refrain from exercising any or all rights and remedies that such Non-Defaulting Parties may have, as set forth herein or otherwise, with respect to or against any Defaulting LenderEnforcement Actions until the expiration of the Option Period. 5.