Contracts of Sale. (a) Exhibit I attached hereto sets for the Residential Unit Contracts of Sale that have been entered into and are in effect as of the date hereof (the “Existing Residential Unit Contracts”), together with the deposits that are being held in escrow with respect to each such Residential Unit Contract of Sale. Administrative Agent hereby approves the Existing Residential Unit Contracts. Borrower represents and warrants that (i) each such deposit is being held at Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP, (ii) all Existing Residential Unit Contracts are the valid and binding obligation of Mortgage Borrower and, to Borrower’s actual knowledge, the purchaser (subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations; and assuming the competence, of the purchaser and the execution and delivery of the applicable contract to Mortgage Borrower by the purchaser) and are not rescindable for any reason, except as approved by Administrative Agent with respect to an individual Existing Residential Unit Contract, as required in accordance with applicable Legal Requirements (including future directives of the Attorney General) or as otherwise set forth in the Offering Plan or in such Existing Residential Unit Contracts, (iii) except as set forth on Exhibit I, any financing contingency set forth in an Existing Residential Unit Contract has lapsed (without being exercised by the applicable purchaser) and is no longer exercisable by the applicable purchaser. To Borrower’s actual knowledge, as of the date hereof, no event has occurred which is currently continuing that would permit a purchaser under an Existing Residential Unit Contract to rescind such Existing Residential Unit Contract.
(b) Borrower shall not cause or permit Mortgage Borrower to enter into a Residential Unit Contract of Sale unless said Residential Unit Contract of Sale is in compliance with the terms and conditions of this Agreement and the Mortgage Loan Agreement. Each Residential Unit Contract of Sale shall be on the Approved Form of Contract of Sale (subject only to customary non-material negotiated revisions to said form that have no material adverse effect on Borrower, Mortgage Borrower, Administrative Agent, Lender or the Project), and all of the following conditions shall have been satisfied:
(i) The purchase price under such Residential Unit Contract of Sale for a Residential Unit shall result in the payme...
Contracts of Sale. Following the occurrence and during the continuance of an Event of Default, Grantor irrevocably authorizes Beneficiary, at its sole option, to collect, in the name of Grantor or in its own name as assignee, all payments due or to become due under any Contract of Sale. Grantor agrees that it will facilitate in every reasonable way the collection by Beneficiary of such payments, and will, upon written request by Beneficiary, execute a written notice and deliver the same to each purchaser directing the purchaser to make such payments to Beneficiary. In no event shall Beneficiary be accountable for more moneys than it actually receives pursuant to a Contract of Sale, nor shall Beneficiary be liable for any failure to collect payments under any Contract of Sale. The right to determine the method of collection and the extent to which the enforcement of collection shall be prosecuted is reserved to the sole discretion of Beneficiary. Grantor, without the prior written consent of Beneficiary, will not execute any assignment of any Contract of Sale or the payments due thereunder. Grantor shall furnish to Beneficiary, within ten (10) days after a written request from Beneficiary, a written certification containing the names of all contract purchasers of the Property and shall attach to such certification a copy of any Contract of Sale. Nothing contained in this Section shall (a) be construed as a consent by Beneficiary to any Transfer of the Property, or (b) constitute a delegation to Beneficiary of any of Grantor’s duties or obligations under any Contract of Sale. Grantor agrees to indemnify Beneficiary and the Trustees for, and forever hold them harmless from, any Claim arising out of, or in connection with, any Contract of Sale.
Contracts of Sale. If requested by the Agent in its sole discretion, the Agent shall have received conformed copies of the acquisition or option contracts for all Projects being purchased by the Obligors within Approved Subdivisions.
Contracts of Sale. To the best of Borrower’s knowledge, all of the Contracts of Sale when entered into will be valid and enforceable. The Borrower will not commit or suffer any act or omission which would or could constitute a default on its part entitling any purchaser to damages, rights of set-off or right to terminate any Contract of Sale. All Contract Deposits shall be held pursuant to the Contract of Sale by the Title Insurer.
Contracts of Sale. All contracts of sale and options relating to the acquisition or disposition by Grantor of any portion of the Property, and all amendments, modifications, renewals, expansions and supplements thereto;
Contracts of Sale. At the Collateral Agent's option and request, the Collateral Agent shall have received conformed copies of the acquisition or option contracts for all Lots being purchased by the Borrowers within Approved Subdivisions.
Contracts of Sale. Following the occurrence of an Event of Default, each Grantor irrevocably authorizes the Beneficiary, at its sole option, to collect, in the name of each Grantor or in its own name as assignee, all payments due or to become due under any Contract of Sale. Each Grantor agrees that it will facilitate in every reasonable way the collection by the Beneficiary of such payments, and will, upon written request by the Beneficiary, execute a written notice and deliver the same to each purchaser directing the purchaser to make such payments to the Beneficiary. In no event shall the Beneficiary be accountable for more moneys than it actually receives pursuant to a Contract of Sale, nor shall the Beneficiary be liable for any failure to collect payments under any Contract of Sale. The right to determine the method of collection and the extent to which the enforcement of collection shall be prosecuted is reserved to the sole discretion of the Beneficiary. The Grantors, without the prior written consent of the Beneficiary, will not execute any assignment of any Contract of Sale or the payments due thereunder. The Grantors shall furnish to the Beneficiary, within ten (10) days after a written request from the Beneficiary, a written
Contracts of Sale. The pertinent Seller shall have authorized the registration of the Buyer’s interest under the Xxxx of Sale in respect of (as applicable) the pertinent Airframe and Engines or the pertinent Engine with the International Registry at the pertinent Transfer Time.
Contracts of Sale. All of the Contracts of Sale identified on ------------------- EXHIBIT "B", attached hereto, are in full force and effect and are valid and subsisting; to the best of Borrower's knowledge there are no defaults thereunder or any defenses or offsets thereto on the part of any purchaser thereunder and no notice has been received from any purchaser claiming any default by the Borrower, as seller, thereunder or requesting a termination thereof. No modifications or amendments have been made to any of such Contracts of Sale except as previously disclosed in writing to Lender and no agreements are in existence, oral or written, which would or could modify the obligations of the Borrower, as seller, or the purchasers thereunder. Except as disclosed to Lender, Borrower has neither committed nor suffered any act or omission which would or could constitute a default on its part entitling any purchaser to damages, rights of set-off or right to terminate any Contract of Sale. EXHIBIT "B" accurately identifies all Contract Deposits paid by the purchasers under Contracts of Sale and all Contract Deposits for Condominium Units only are being held, pursuant to the form of escrow agreement(s) previously approved by Lender in separate Escrow Account(s) under the exclusive control of the Escrow Agent, which Escrow Account(s) meet all of the requirements of the provisions of this Addendum.
Contracts of Sale. Prior to the initial disbursement of Loan ------------------- proceeds (other than initial closing expenses), Borrower shall deliver to Lender Contracts for Sale for at least thirty-three (33) of the thirty-six (36) Units contained in each building to be constructed which shall produce aggregate Net Sale Proceeds sufficient to cover 120% of the maximum aggregate funding permitted under the Loan and with each sales price being otherwise acceptable to Lender based on Lender's underwriting analysis (the "Required Contracts of Sale"). If at any time the foregoing requirement is --------------------------- not satisfied, such failure shall constitute an Event of Default hereunder and under the Loan Agreement unless the Borrower provides to Lender substitute Contracts for Sale of equal or greater purchase prices within thirty (30) days of the occurrence of such failure. Borrower shall not modify, amend, cancel, rescind, extend, terminate, or otherwise change in any manner any Contract of Sale without the prior written consent of the Lender. Additionally, Borrower shall not enter into any new Contract of Sale with a purchase price less than the Approved Sales Price. Furthermore, Borrower shall not enter into any new Contract of Sale that will require a modification to the Plans, the cost of which exceeds five percent (5%) of the Approved Sales Price for such Unit. All Contracts of Sale must include a delivery date that can be achieved in accordance with the Construction Schedule. Additionally, a matrix must be approved by Lender that demonstrates on a Unit-by-Unit basis that each Unit under a Contract of Sale will be delivered within twenty-four (24) months from the date of the Contract of Sale. No extension of such contracts may be made without Lender's approval.
