Each Purchase Clause Samples
The "Each Purchase" clause defines the terms and conditions that apply to every individual transaction made under an agreement. In practice, this means that each time a buyer places an order or makes a purchase, the specific rights, obligations, and procedures outlined in the contract are triggered for that transaction. For example, delivery timelines, payment terms, and quality requirements would be enforced separately for each purchase. This clause ensures that both parties clearly understand that the contract governs every purchase, helping to prevent disputes and maintain consistency across multiple transactions.
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Each Purchase. The obligations of the Buyers (and the Administrative Agent on the Buyers’ behalf) to make any purchase under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent:
(a) The Seller shall have delivered (i) to the Administrative Agent a Request/Confirmation and its related Mortgage Loan Transmission File and (ii) to the Custodian, such Mortgage Loan Transmission Files for the new Loans to be purchased.
(b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Custodian’s Exception Report (as defined in the Custody Agreement) relating to the Purchased Loans then owned by the Buyers — the Administrative Agent agrees that, for so long as it is the Custodian, it will not unreasonably withhold or delay issuing any such Custodian’s Exception Report.
(c) The representations and warranties of the Seller contained in this Agreement and the other Repurchase Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date.
(d) The Seller shall have performed all agreements to be performed by it under this Agreement, the Custody Agreement and all other Repurchase Documents, as well as under all Investor Commitments that the Seller has represented to the Administrative Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default will exist that the Administrative Agent has not declared in writing to have been waived or cured, nor will any default exist under any such Investor Commitments.
(e) The Seller shall not have incurred any material liabilities, direct or contingent, other than in the ordinary course of its business, and no liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers.
(f) The Administrative Agent shall have received from counsel for the Seller, if requested by the Administrative Agent, an updated favorable opinion or opinions, in form and substance satisfactory to the Administrative Agent addressed to the Buyers and the Administrative Agent and dated as of the relevant Purchase Date, covering and updating such matters that w...
Each Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make any purchase (including the initial purchase) under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered to the Agent and the Custodian the related Advance Files for the new Mortgage Loans to be purchased.
Each Purchase. The obligations of the Buyer to enter into Transactions under this Agreement are also subject to the satisfaction, in the sole discretion of the Buyer, as of each Purchase Date, of each of the following additional conditions precedent:
(i) The Seller shall have delivered to the Buyer a Purchase Request for the Purchased Loans to be purchased in the manner described in Article 4.
(ii) If not previously delivered pursuant to Section 15.1(i), and certain Purchased Loans are registered with MERS, the Electronic Tracking Agreement duly executed by the Seller, MERS, the Electronic Agent and the Buyer.
(iii) With regard to any Transaction, unless otherwise permitted by the Buyer, prior to entering into any Transaction to fund the purchase of Eligible Loans which are to be sold directly to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, the Buyer shall have received a fully executed tri-party agreement (or agreements) by and among the Seller, the Buyer and ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable (including without limitation, in the case of ▇▇▇▇▇▇ ▇▇▇, the ▇▇▇▇▇▇ ▇▇▇ approved form of the triparty wiring instruction agreement), pursuant to which ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable, agrees to send all cash proceeds of Eligible Loans sold by the Seller to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable, directly to the Investor Funding Account.
(iv) If applicable and not previously delivered pursuant to Section 15.1(i), with regard to any Transaction, unless otherwise permitted by the Buyer, prior to entering into any Transaction to fund the purchase of Eligible Loans which are to be pooled for the issuance and sale of an Agency MBS (as opposed to a whole loan sale) to an Approved Investor, the Master Custodial Agreement duly executed by the Seller and all other parties thereto, together with evidence satisfactory to the Buyer that the Custodial Account has been opened.
(v) The representations and warranties contained in this Agreement and the other Facility Papers shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date, and by submitting to the Buyer a Purchase Request, the Seller (and if applicable, each Guarantor) shall be deemed to have restated such representations and warranties as of the date of submission of such Purchase Request.
(vi) The Seller shall have performed all agreements to be performed by it under this Agreement and all other Fac...
Each Purchase of the Repurchase Agreement is amended by amending and restating clause (l) in its entirety as follows: