Contribution; Purchases and Sales Sample Clauses

Contribution; Purchases and Sales. (a) The Seller, concurrently with the execution and delivery of this Agreement with respect to the Initial Eligible Venture Loans, and concurrently with the execution and delivery of the related Subsequent Transfer Instrument with respect to the Subsequent Venture Loans, and as applicable Subsequent Seller Advances, does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse, except as otherwise set forth herein, all of its right, title and interest in, to and under the following property and the Purchaser agrees to purchase: (i) each such Eligible Venture Loan, any related Warrant, and all collateral related thereto, but specifically excluding the obligations to make Subsequent Seller Advances (or any other payments) under any such Eligible Venture Loans, (ii) all payments in respect of interest and principal received, collected or otherwise recovered and all other proceeds received with respect to each such Eligible Venture Loan, any related Warrant, and all collateral related thereto, but excluding any Excluded Amounts, (iii) all documents required to be included in the Loan Files and other Records relating to each such Eligible Venture Loan, any related Warrants, and all collateral related thereto, including without limitation all monies due or to become due thereunder or in connection therewith, (iv) all guaranties, letters of credit, letter-of-credit rights, supporting obligations and other agreements or arrangements of whatever character from time to time supporting or securing payment of each such Eligible Venture Loan, whether pursuant to a document contained in the Loan File related to such Eligible Venture Loan or otherwise, (v) all Transaction Documents to which the Seller is a party (including without limitation, all rights of indemnification arising thereunder and all UCC financing statements filed pursuant thereto), (vi) all other rights and payments relating to the Venture Loans and related Warrants and all other Collateral, (vii) all bank and similar accounts relating to collections on and proceeds of the Venture Loans, Transferred hereunder (whether now existing or hereafter established), and all cash, investment property, instruments, financial assets and other property that are held or required to be deposited in such accounts, and all investments in and income from the investment of funds in such accounts related to such Venture Loans, and (viii) all proceeds (including, without limitation, “pro...
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Related to Contribution; Purchases and Sales

  • Purchases and Sales Neither the Corporation nor the Subsidiaries has approved, has entered into any agreement in respect of:

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • ALLOCATION OF CONTRIBUTIONS If the application is in good order, the initial Contribution will be applied within two Business Days of receipt at the Retirement Resource Operations Center. During the right to cancel period, all Contributions will be allocated in one or more of the Sub-Account(s) as specified in the application. During the right to cancel period, the Owner may change the allocations to the Sub-Accounts. Subsequent Contributions will be allocated to the Annuity Account in the proportion Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

  • Basis of Purchases and Sales of Shares Xxxxxx will use its best efforts to place shares sold by it on an investment basis. Xxxxxx does not agree to sell any specific number of shares. Shares will be sold by Xxxxxx only against orders therefor. Xxxxxx will not purchase shares from anyone other than the Fund except in accordance with Section 5, and will not take “long” or “short” positions in shares contrary to the Agreement and Declaration of Trust of the Fund.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • Purchase and Contribution Transferor agrees to contribute and Transferee agrees to acquire the Property for the Purchase Price.

  • No Claim Regarding Stock Ownership or Sale Proceeds There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

  • Catch-Up Contributions Unless otherwise elected in Section 2.4 of this amendment, all employees who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

  • Delivery Versus Payment for Purchases and Sales Purchases and sales of Investments effected by Custodian will be made on a delivery versus payment basis in accordance with generally accepted trade practices, or the terms of the instrument representing such Investment. The Custodian may, in its sole discretion, upon receipt of Written Instructions, elect to settle a purchase or sale transaction in some other manner, but only upon receipt of acceptable indemnification from the Fund.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

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