Forward Sale Agreement Sample Clauses

Forward Sale Agreement. 6.1 Notwithstanding anything in this Agreement to the contrary, Borrower, UBS and Lender hereby agree and acknowledge that, pursuant to the terms of a Confirmation dated June 18, 2003 between Lender and Merrill Lynch International (the "Confirmation"), in the event that Bxxxxxxx dxxx xot deliver Regency Shares to Lender as required under this Agreement, then Lender shall have the right to assign to MLI its right to receive Regency Shares from Borrower under the Agency Securities Loan Agreement and this Agreement to satisfy an equivalent delivery obligation of Lender under the Confirmation. 6.2 Notwithstanding anything in the Agency Securities Loan Agreement and this Agreement to the contrary, Borrower, UBS and Lender hereby agree and acknowledge that if upon tender or delivery of Regency Shares to Lender by Borrower under the Agency Securities Loan Agreement and this Agreement, Lender fails to return the Collateral as required under the Agency Securities Loan Agreement and this Agreement, then MLI shall have the right to satisfy any portion of the payment obligation due to Lender under the Confirmation, in whole or in part, by paying all or part of such amount due to the Borrower and the Lender shall retain an amount of the Collateral under the Agency Securities Loan Agreement and this Agreement equal to the amount of MLI's payment to Borrower, in which event the Borrower shall deliver to MLI the number of Regency Shares corresponding to such payment amount. 6.3 Notwithstanding anything in the Agency Securities Loan Agreement and this Agreement to the contrary, Borrower and Lender hereby agree and acknowledge that, in the event that MLI fails to make any payment to Lender required under the Confirmation, Lender may retain an amount of Collateral equal to such payment and apply it in satisfaction of MLI's payment obligation under the Confirmation and assign to MLI its right to receive Regency Shares in repayment of the Loan evidenced by the Agency Securities Loan Agreement and this Agreement. 6.4 Notwithstanding anything in the Agency Securities Loan Agreement and this Agreement to the contrary, if Physical Settlement (as defined in the Confirmation) is elected under the Confirmation, either Lender may assign, or, to the extent, but only to the extent, that MLI concurrently tenders payment to Lender as required thereunder, MLI may cause Lender to assign to MLI, any right of Lender to receive delivery of Regency Shares from Borrower under the Agency Securiti...
Sample 1
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Forward Sale Agreement. The Forward Sale Agreement has been duly executed and delivered and at the Closing Time and at each Date of Delivery (if any), the Forward Sale Agreement shall be in full force and effect and there shall be no judgment, injunction, judicial order or decree binding upon either party thereto that would prohibit either party from consummating the Repurchase Transaction or any pending action, suit or proceeding which challenges the validity or legality of the Repurchase Transaction or seeks damages in connection therewith; provided that the condition set forth in this paragraph (n) shall apply only to the purchase and sale of the Primary Shares.
Sample 1
Forward Sale Agreement. 6.1 Notwithstanding anything in the Agency Securities Loan Agreement and this Agreement to the contrary, if Physical Settlement (as defined in the Confirmation dated June 24, 2003 governed by a Master Terms and Conditions for Forward Transactions between Lender and Citibank, N.A., dated as of June 18, 2003) applies under the Confirmation, Lender authorizes Borrower, to the extent that Citibank, N.A. concurrently tenders payment as required thereunder, to deliver the Regency Shares that Lender is then entitled to receive from Borrower under the Agency Securities Loan Agreement and this Agreement to satisfy the delivery obligation of Lender under the Confirmation with respect to that number of Regency Shares. In such event, Lender shall return the Collateral to Borrower upon receipt of payment by Citibank, N.A. under the Confirmation.
Sample 1
Forward Sale Agreement. The Forward Sale Agreement has been, and any Additional Forward Sale Agreements will be at the time of their execution and delivery by the Company, duly authorized, executed and delivered by the Company and will constitute valid and legally binding agreements of the Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
Sample 1

Related to Forward Sale Agreement

  • Co-Sale Agreement The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Whole Agreement The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement (“Agreement”) between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties.

  • Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

  • Dealer Manager Agreement By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Graceville Correctional Facility and facilities operated by the FDC.

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