Discretionary Sale Sample Clauses

Discretionary Sale. This Agreement is entered into in connection with a Discretionary Sale as defined in Section 2 of the Original Option Addendum (i.e., specifically the Additional Discretionary Sale as defined in Recital I of the Option Addendum No. 4). The Lot shall be one of the Lots to be conveyed by MMB to Seller (or Seller's Nominee) pursuant to the Master Purchase Agreement. Accordingly, Seller shall sell and convey the Lot to Buyer, and Buyer shall purchase and accept the Lot from Seller, subject to the terms and conditions of this Agreement, which shall be subject to those terms and provisions of the Master Purchase Agreement and the Option Agreement that are applicable to the Additional Discretionary Sale. In the event of a conflict between the terms and conditions of the Master Purchase Agreement and the terms and conditions of this Agreement, the terms and conditions of the Master Purchase Agreement shall control.
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Discretionary Sale. ¨ 9. Termination of the Loan and Security Agreement. ¨ 10. Servicing. ¨ 11. Other (explain). If box 1, 2, 4, 5, 6, 7, 8, 9 or 10 above is checked, and if all or part of the Underlying Instruments were previously released to us, please release to us the Underlying Instruments requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan. If box 3, 11 or 12 above is checked, we will return all of the above Underlying Instruments to you as the Collateral Custodian (i) promptly upon the request of the Administrative Agent or (ii) when our need therefor no longer exists. It is understood and acknowledged that undersigned is executing this request not in an individual capacity but solely as a Responsible Officer of the Collateral Manager and is without any personal liability as to the matters contained in this request. New Mountain Guardian III BDC, L.L.C., as the Collateral Manager By: Name: Title: [Consent of Administrative Agent if required under the Loan and Security Agreement: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent By: Name: Title: Date: ] EXHIBIT F To Loan and Security Agreement FORM OF CERTIFICATE OF ASSIGNMENT THIS GENERAL ASSIGNMENT OF UNDERLYING INSTRUMENTS (this “Assignment”), made as of the ____ day of _______ , 20___ by __________________, a ____________, having an address at ________________________________________ (“Assignor”) to ___________________________, a ____________________, having an address at ____________________________ (“Assignee”). KNOW ALL MEN BY THESE PRESENTS, that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby does sell, assign, transfer, grant, convey and set over unto Assignee and to the successors and assigns of Assignee all of Assignor’s right, title and interest in, to and under (a) the document(s) referenced in Exhibit A attached hereto and made a part hereof, including any amendments or supplements thereto (such documents collectively referred to herein as the “Underlying Instruments”), (b) the instruments, documents, certificates, letters, records and papers relating to the Underlying Instruments and all other documents executed and/or delivered in connection with the loan evidenced and/or secured by the Underlying Instruments, including, without limitation, all of Assignor’s right, title and interest in any title insurance policies, and oth...
Sample 1
Discretionary Sale. (a) If Encore, in its sole discretion, determines that the Company or one or more applicable Subsidiaries should sell (a “Discretionary Sale”) one or more of the Projects (the “Discretionary Sale Projects”), Encore shall deliver written Notice to the other Members (a “Discretionary Sale Notice”) specifying the Discretionary Sale Projects that Encore desires to sell and requesting the other Members to state whether it elects to bid or elects not to bid on such Discretionary Sale Projects. No later than 15 Business Days following the date of the Discretionary Sale Notice, each other Member shall deliver Notice to Encore either (i) electing to bid on such Discretionary Sale Projects, in which case the sale of such Discretionary Sale Projects will be conducted in accordance with the procedures set forth on Exhibit C, or (ii) electing not to bid on such Discretionary Sale Projects, in which case the sale of such Discretionary Sale Projects will be conducted in accordance with the procedures set forth on Exhibit D. If a Member does not timely deliver such Notice electing to bid or not to bid within such 15 Business Day period, then such Member will be deemed to have elected not to bid. If a Member elects (or is deemed to have elected) not to bid on the Discretionary Sale Projects, then such Member shall not have the right to bid under the Discretionary Sale or to otherwise participate in the purchase of any direct or indirect interest in the Discretionary Sale Projects. - 44 - Caliber/Encore: Behavioral Health JV Op Agreement
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Related to Discretionary Sale

  • Discretionary Sales The Collateral Manager may direct the Trustee to sell (in addition to any sales pursuant to clauses (a) through (e) above) any Collateral Obligation to any party other than ORCC at any time other than during a Restricted Trading Period if after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be).

  • Discretionary Adjustment In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, or extraordinary dividend or divestiture (including a spin-off), or any other change in the corporate structure or Shares of the Company, the Committee (or if the Company does not survive any such transaction, a comparable committee of the Board of Directors of the surviving corporation) may, without the consent of the Optionee, make such adjustment as it determines in its discretion to be appropriate as to the number and kind of securities subject to and reserved under the Plan and, in order to prevent dilution or enlargement of rights of the Optionee, the number and kind of securities issuable upon exercise of the Option and the exercise price hereof.

  • Discretionary Acceleration Notwithstanding any other provisions of this Agreement to the contrary, the Committee may, in its sole discretion, declare at any time that the Option shall be immediately exercisable.

  • Discretionary Advances Lender is hereby authorized from time to time to make Advances without notice to Borrower that Lender, in its sole discretion, deems necessary or desirable upon the occurrence of any of the following (such Advances made upon the occurrence of the following events are referred to herein as the “Discretionary Advances”): (i) Lender determines, in its sole discretion, that an Advance is be necessary or desirable for the purpose of paying any Loan Expense, cost, expense, fee or other amount to or for the benefit of Borrower or chargeable to Borrower under the Loan Documents, (ii) any Event of Default occurs, or (iii) upon request by Borrower for a Commitment Advance that would cause the aggregate amount of all Commitment Advances made hereunder to exceed the Commitment. Each Discretionary Advance shall, upon disbursement, automatically constitute principal outstanding hereunder and cause a corresponding increase in the aggregate amount of the Debt (even if such Discretionary Advance causes the outstanding principal amount of the Note to exceed the Commitment or the face amount of the Note). Borrower agrees that each Discretionary Advance may, in Lender’s discretion, reduce the amount of availability, if any, under the Commitment and may, in Lender’s discretion, reduce the amount of available Interest Reserve, if any. The making by Lender of any Discretionary Advance shall not cure or waive any Event of Default hereunder (except only for an Event of Default that has been cured to Lender’s satisfaction as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so cured, and for an Event of Default that has been waived by Lender as confirmed by Lender’s execution of a written agreement specifically acknowledging and describing the Event of Default so waived).

  • Nondiscretionary Details The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or other administration of Investments, except as otherwise directed by an Instruction.

  • Discretionary Termination The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.

  • Discretionary Investment Management If and to the extent requested by the Adviser, each Sub-Adviser shall, subject to the supervision of the Trust's Board of Trustees (the "Board") and the Adviser, manage all or a portion of the investments of the Trust in accordance with the investment objectives, policies and limitations provided in the Trust's Registration Statement and such other limitations as the Trust or the Adviser may impose with respect to the Trust by notice to the applicable Sub-Adviser(s) and otherwise in accordance with paragraph 5 below. With respect to the portion of the investments of the Trust under its management, each Sub-Adviser is authorized to: (i) make investment decisions on behalf of the Trust with regard to any stock, bond, other security or investment instrument, including but not limited to foreign currencies, futures, options and other derivatives, and with regard to borrowing money; (ii) place orders for the purchase and sale of securities or other investment instruments with such brokers and dealers as the Sub-Adviser may select; and (iii) upon the request of the Adviser, provide additional investment management services to the Trust, including but not limited to managing the Trust's cash and cash equivalents and lending securities on behalf of the Trust. In selecting brokers or dealers to execute trades for the Trust, each Sub-Adviser will comply with its written policies and procedures regarding brokerage and trading, which policies and procedures shall have been approved by the Board. All discretionary investment management and any other activities of each Sub-Adviser shall at all times be subject to the control and direction of the Adviser and the Board.

  • Discretionary Accounts In the case of a Registered Offering of Securities issued by an Issuer that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section 13(d) or 15(d) of the 1934 Act, you will not make sales to any account over which you exercise discretionary authority in connection with such sale, except as otherwise permitted by the applicable AAU for such Offering.

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