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Contracts of Sale Sample Clauses

Contracts of Sale. (a) Borrower shall not enter into any Contracts of Sale, other than Qualifying Contracts of Sale. Unless Borrower has theretofore obtained the Lenders’ prior written consent thereto, Borrower may not enter into Contracts of Sale with Guarantor, or Affiliates of Borrower or Guarantor. Notwithstanding the previous sentence, the Lenders hereby consent to the sale of Units pursuant to the ER Purchase Agreement and the Lenders’ consent shall not be required with respect to immaterial amendments to the form Contract of Sale previously approved by the Lenders for sale of each individual Unit to be sold under the ER Purchase Agreement, to conform to the ER Purchase Agreement, provided that no amendment shall be made to the sale price set forth in the ER Purchase Agreement in effect on the date hereof. Lenders shall not unreasonably withhold such consent, provided that the applicable Contract of Sale (i) satisfies the requirements of the definition of “Qualifying Contract of Sale” contained herein and (ii) is otherwise on an arm’s length, commercially reasonable basis. All Contracts of Sale entered into by Borrower after the Original Effective Date shall be covered by the Assignment of Purchase Contracts and, in each case, if required by the Agent, by a separate assignment in form and substance similar to the Assignment of Purchase Contracts. Notwithstanding anything to the contrary in this Agreement, the Lenders hereby consent to the sale of Units pursuant to the ER Purchase Agreement and any individual purchase agreements entered into pursuant to the ER Purchase Agreement so long as the purchaser under each such individual agreement is Exclusive Resorts or any of its Affiliates. (b) All Contract Deposits shall be deposited and held in the Condominium Deposit Account until such time as (i) a purchaser becomes entitled to the refund thereof in accordance with the terms of its Contract of Sale or (ii) the closing occurs under a Contract of Sale, whereupon the Contract Deposit shall be applied on account of the payment required under Section 14.4(a)(viii) or Section 14.4(b)(viii), as applicable. If (x) a purchaser defaults under a Contract of Sale and (y) the Contract Deposit is paid to Borrower, Borrower shall pay such Contract Deposit to the Agent, for application to the Debt in accordance with Section 21.1. Notwithstanding the above, Borrower shall first apply the Available Contract Deposits towards funding the Construction pursuant to the Construction Budget, pro...
Contracts of SaleFollowing 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. 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 SalePrior 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.
Contracts of SaleBorrower covenants to provide Lender with prompt written notice of all future contracts for sale of any of the assets listed on Exhibit A, cancellation of any such existing contracts of sale, or the occurrence of a material breach of any such contract for sale, whether such contract is currently existing or hereafter executed, and whether the breach occurs on the part of Borrower or any other party.
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 SaleAll 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 SaleFollowing the occurrence of an Event of Default, the Mortgagor and ALS irrevocably authorize the Agent, at its sole option, to collect, in the name of the Mortgagor and/or ALS or in its own name as assignee, all payments due or to become due under any Contract of Sale. The Mortgagor and ALS agree that they will facilitate in every reasonable way the collection by the Agent of such payments, and will, upon written request by the Agent, execute a written notice and deliver the same to each purchaser directing the purchaser to make such payments to the Agent. In no event shall the Lenders be accountable for more moneys than they actually receive pursuant to a Contract of Sale, nor shall the Lenders 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 Agent. The Mortgagor and/or ALS, without the prior written consent of the Agent, will not execute any assignment of any Contract of Sale or the payments due thereunder. The Mortgagor and/or ALS shall furnish to the Agent, within ten (10) days after a written request from the Agent, 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 the Lenders to any Transfer of the Property, or (b) constitute a delegation to the Lenders of any of the Mortgagor's duties or obligations under any Contract of Sale. The Mortgagor and ALS agree to indemnify the Lenders for, and forever hold them harmless from, any Claim arising out of, or in connection with, any Contract of Sale.