Incremental Purchase Sample Clauses

Incremental Purchase. (a) Each of the parties hereby agrees that, subject to Section 2.01 and to the other terms and conditions hereof, until the Commitment Termination Date, the Seller may from time to time on the first Business Day of any month after the Effectiveness Date, elect to offer to sell to the Buyer and Buyer shall purchase certain identified loans out of GCC's portfolio and the Property related thereto, all on the terms and conditions set forth in this Agreement (each, an "Incremental Purchase"). Notwithstanding the foregoing, the Buyer shall not be obligated to make an Incremental Purchase for a principal amount of less than $2,500,000 (or such other lesser amount as is approved by Buyer) other than the final Incremental Purchase which may be in such lesser amount as remains of the Maximum Purchase Amount. In addition the Buyer shall not be obligated to make an Incremental Purchase (or any portion thereof) to the extent the aggregate Principal Balance of all Loans (after giving effect to the Loans to be purchased on such Incremental Purchase Date) purchased hereunder would exceed the Maximum Purchase Amount. (b) Subject to satisfaction of all of the applicable terms and conditions hereof (including, without limitation, Section 3.03(m)), until the Commitment Termination Date, the Buyer shall from time to time make Incremental Purchases of Expansion Loans and the Property related thereto, all on the terms and conditions set forth in this Agreement. Notwithstanding the foregoing, the Buyer shall not be obligated to make an Incremental Purchase of any Expansion Loan for a principal amount of less than $250,000 (or such lesser amount as is approved by the Buyer) other than the final Incremental Purchase of any Expansion Loan which may be in an amount equal to $5,000,000 minus the aggregate Principal Balance of all Expansion Loans. In addition, the Buyer shall not be obligated to make an Incremental Purchase of Expansion Loans to the extent the aggregate Principal Balance of (i) all Expansion Loans (after giving effect to the Expansion Loans to be purchased on such Incremental Purchase Date) would exceed $5,000,000 or (ii) all Loans (after giving effect to all Loans (including Expansion Loans) to be purchased on such Incremental Purchase Date) would exceed the Maximum Purchase Amount. (c) The Seller shall provide the Buyer with written notice of its intention to request an Incremental Purchase in the form of Exhibit D hereto no later than five (5) Business Days (or such...
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Incremental Purchase. 19 SECTION 2.04 Commitment Termination Date . . . . . . . . . . . . . 19
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Incremental Purchase. Any Purchase that increases the aggregate -------------------- outstanding Capital hereunder.
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Incremental Purchase. If JS Trustany Conduit declines to make a proposed purchase, the Managing Agent for the related Purchaser Group shall notify Seller and Seller may cancel the Purchase Notice with respect to all Purchaser Groups or, in the absence of such a cancellation, the Incremental Purchase of the Purchaser Interest allocable to such Purchaser Group will be made by the Financial Institutions. in such declining Conduit’s Purchaser Group ratably based on their respective Back-Up Commitments. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, JS Trusteach Conduit or the Financial Institutions in its Purchaser Group, as applicable, shall deposit to the Facility Account, in immediately available funds, no later than 12:00 noon (Chicago time), an amount equal to (i) in the case of JS Trust, the aggregate Purchase Price of theany Conduit, such Conduit’s Purchaser Interests JS Trust is then purchasingGroup’s Pro Rata Share of the aggregate Purchase Price for such Incremental Purchase or (ii) in the case of a Financial Institution, such Financial Institution’s Back-Up Pro Rata Share of the aggregate Purchase Price of thePercentage of its related Purchaser Interests the Financial Institutions are xxxxxxxxxx.Xxxxx’s Pro Rata Share of the aggregate Purchase Price for such Incremental Purchase.
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Incremental Purchase a. Buyer shall have the right to purchase up to ONE HUNDRED AND TWENTY THOUSAND (120,000) shares of the Company’s Series A Preferred stock from Seller (the “Shares”). Buyer shall have the right to purchase the Shares in increments of ONE THOUSAND DOLLARS ($1,000). Buyer agrees to purchase at least 10,000 Shares per month (“Minimum Monthly Share Purchase”). For the $50,000 Minimum Monthly Share Purchase, $40,000 of that amount is earmarked to be sent to the LEC Entities to fund their operations and growth, and $10,000 of that amount is earmarked to fund the costs associated with GACR being a public company. b. For each increment of money paid to Seller by Buyer (“Incremental Payment”), Seller shall sell, assign, transfer and convey to Buyer, a number of Shares equal to the Incremental Payment divided by the Share Price; so, for example, an Incremental Payment by Buyer to Seller of $10,000 would result in the purchase of 2,000 Shares. c. Subsequent to each incremental purchase of Shares, as described in Article 2.b., Seller shall assign, transfer and convey to Buyer, together with all rights and benefits of any kind or nature, including but not limited to, the right to vote the Shares so purchased and receive dividends if any, arising on or after the date hereof, and Buyer accepts such conveyance and assumes the obligations attendant to being the lawful owner and holder of the Shares with respect to all matters arising on or after the date hereof. d. Upon receipt of the Incremental Payment, Seller shall duly endorse and tender to Buyer the certificate evidencing the Shares so purchased. Dallas • Newport Beach • Los Angeles • Shanghai Corporate Offices • Green Automotive Company • 00 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 • Tel: 000.000.0000 Fax: 000.000.0000 xxxx@xxxxxxxxxxxxxxx.xxx
Sample 1
Incremental Purchase a. Buyer shall have the right to purchase the Shares in increments of ONE THOUSAND DOLLARS ($1,000). b. For each increment of money paid to Seller by Buyer (“Incremental Payment”), Seller shall sell, assign, transfer and convey to Buyer, a number of Shares equal to the Incremental Payment divided by the Share Price; so, for example, an Incremental Payment by Buyer to Seller of $10,000 would result in the purchase of One Thousand Two Hundred Twelve (1,212) Shares. c. Subsequent to each incremental purchase of Shares, as described in Article 2.b., Seller shall assign, transfer and convey to Buyer, together with all rights and benefits of any kind or nature, including but not limited to, the right to vote the Shares so purchased and receive dividends if any, arising on or after the date hereof, and Buyer accepts such conveyance and assumes the obligations attendant to being the lawful owner and holder of the Shares with respect to all matters arising on or after the date hereof. d. Upon receipt of the Incremental Payment, Seller shall duly endorse and tender to Buyer the certificate evidencing the Shares so purchased. Dallas • Newport Beach • Los Angeles • Shanghai Corporate Offices • Green Automotive Company • 00 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 • Tel: 000.000.0000 Fax: 000.000.0000 xxxx@xxxxxxxxxxxxxxx.xxx
Sample 1
Incremental Purchase. Lessee may, by paying the payments at the time and in the amounts set forth on Exhibit B, acquire Lessor’s right, title and interest in and to the Property; provided however, such acquisition shall only occur upon Lessee making all of the required Payments as the same become due.
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Incremental Purchase. Boeing agrees to sell and Customer agrees to purchase twenty (20) model 737-932ER aircraft (Incremental Aircraft). The parties further agree to the addition of ten (10) put options as described in DAL-PA-02022-LA-1501328, and to cancel all remaining Model 737 options described in DAL-PA-02022-LA-1105858. Unless otherwise indicated, Incremental Aircraft, and any exercised Put Option Aircraft, become Aircraft, 737-900ER Aircraft or Firm Aircraft, as the context requires, for the purposes of this Purchase Agreement. P.A. 2022 SA‑17 Page 2 [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. IT IS AGREED:
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Related to Incremental Purchase

  • Optional Purchase (a) On any Distribution Date on which the sum of the Class A Note Balance plus the Class B Note Balance plus the Class C Note Balance has been or will, after giving effect to the application of Available Funds on such Distribution Date, be less than or equal to 10% of the sum of the initial Class A Note Balance plus the initial Class B Note Balance plus the initial Class C Note Balance, the Servicer shall have the option, upon no less than twenty (20) days prior written notice prior (or such lesser number of days permissible by the Clearing Agency and reasonably acceptable to the Indenture Trustee) to the related Distribution Date to the Issuer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee and the Rating Agencies, to reacquire the Trust Property, other than the Trust Accounts. The Indenture Trustee shall provide notice of the Optional Purchase to the Noteholders within 5 Business Days of its receipt of the Servicer’s notice. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Collection Account an amount equal to: (x) the aggregate Purchase Amount for the Loans, plus (y) the fair market value of any other property held by the Trust (other than the Trust Accounts), plus (z) sufficient funds to pay interest on the Notes through the date of redemption after giving effect to the application of Available Funds on such date. Notwithstanding the foregoing, the Servicer shall not exercise such option unless the purchase price paid by the Servicer and other funds held by the Issuer are sufficient to pay the full amount of principal and interest due and payable on each class of the Notes, and all amounts due and payable to the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer and the Owner Trustee under the Basic Documents. Upon such deposit the Servicer shall succeed to all interests in and to the Trust (other than the Trust Accounts). (b) Notice of any termination of the Trust shall be given by the Servicer to the Board of Trustees, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Certificate Registrar and the Rating Agencies as soon as practicable after the Servicer has received notice of the occurrence of an event of termination under Section 9.1(a) of the Trust Agreement.

  • Initial Purchase On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to XXXX, without recourse: (i) all right, title and interest of the Seller in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased Property.”

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • Initial Purchase Price (a) Seller acknowledges that Purchaser prior to this date made a deposit of $250,000 toward the Initial Purchase Price (the “Deposit”), which amount has been received in full by Seller. (b) In full consideration for the Purchased Assets, assumption of Assumed Liabilities as of the Closing Date, and for the other promises and covenants contained herein and in the other agreements to be delivered by Seller hereunder, subject to adjustment as provided in Sections 3.2 and 3.4, at the Closing, Purchaser shall pay to Seller an aggregate principal purchase amount of $5,000,000 (the “Initial Purchase Price”), of which $2,000,000 shall be paid in cash (the “Cash Consideration”) and the remaining $3,000,000 of which shall be paid pursuant to the initial principal amount of the Convertible Note. The amount of cash to be paid to Seller at closing (the “Closing Date Payment”) will equal the Cash Consideration minus (i) the Specified Seller Liabilities; minus (ii) the aggregate amount of the Creditor Payments; minus (iii) the Deposit; and plus or minus, as the case may be, (iv) the Initial Working Capital Adjustment. (c) Not less than five (5) days prior to the Closing Date, Seller shall obtain from each obligee to the Debt of Seller, including any secured party set forth on Schedule 5.10(b), and any creditor of Seller to receive funds at Closing from Seller, a payoff letter and/or lien release letter (the “Payoff Letters”). To the extent applicable, such letter shall include (A) the total obligation owing by Seller to such creditor as of the Closing Date, (B) the total amount of Debt (including all principal, interest, premium, prepayment penalties, and other fees owing on such amounts) owed by Seller to such obligee as of the date of the letter and a per diem amount through the Closing Date, (C) payment instructions for wire transfer of such amount on the Closing Date, and (D) if applicable, confirmation that the obligee shall terminate any lien filings relating to such Debt of Seller upon payment of the amount specified in such letter.

  • Funding Date (A) If the Hotspot Acquisition is consummated on the Funding Date, the obligations of the B-1 Term Loan Lenders and the Incremental B-2 Term Loan Lenders, respectively, to make such Borrowings, are subject to the satisfaction (or waiver by the Administrative Agent) of following conditions precedent: (a) The Acquisition shall have been consummated in all material respects in accordance with the terms of the Purchase Agreement. (b) The Specified Purchase Agreement Representations shall be true and correct in all material respects and the Specified Representations shall be true and correct in all material respects (except in the case of any Specified Purchase Agreement Representation or any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be). (c) After giving effect to the application of the proceeds of the Term B-1 Term Loans and the Incremental B-2 Term Loans, the Target and its subsidiaries shall have outstanding no third-party indebtedness for borrowed money, other than indebtedness permitted to be outstanding under this Agreement. The Administrative Agent shall have received reasonably satisfactory evidence of repayment of all indebtedness to be repaid on the Funding Date and of the discharge of all indebtedness and liens other than indebtedness and liens permitted to remain outstanding under this Agreement (or customary arrangements for such repayment or discharge shall have been made). (d) The (i) Borrower shall have paid the Amendment Fees (as defined the Amendment) and (ii) Administrative Agent shall have received all fees (including the Funding Fees) and other amounts due and payable by any Loan Party on or prior to the Funding Date, including, to the extent invoiced at least three (3) business days prior to the Funding Date., reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the JPM Fee Letter and any Loan Document. (e) Since September 30, 2014, the Acquired Business and its Transferred Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, have not suffered any adverse change to their respective businesses, assets, operations or financial position, except such changes which have not had, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this clause (e), “Company Material Adverse Effect” shall have the meaning set forth in the Purchase Agreement.

  • Initial Advance Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • SALE/PURCHASE OF INITIAL LOANS (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

  • Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.

  • Optional Purchase of Certain Mortgage Loans With respect to any Mortgage Loans which as of the first day of a Fiscal Quarter is delinquent in payment by 90 days or more or is an REO Property, EMC shall have the right to purchase any Mortgage Loan from the Trust which becomes 90 days or more delinquent or becomes an REO Property at a price equal to the Purchase Price; provided however (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Fiscal Quarter. In addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust if the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date and the initial Scheduled Payment is not made within thirty (30) days of such Due Date. Such purchase shall be made at a price equal to the Purchase Price. If at any time EMC remits to the Master Servicer a payment for deposit in the Protected Account covering the amount of the Purchase Price for such a Mortgage Loan, and EMC provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Protected Account, then the Trustee shall execute the assignment of such Mortgage Loan prepared and delivered to the Trustee, at the request of EMC, without recourse, representation or warranty, to EMC which shall succeed to all the Trustee’s right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. EMC will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto.

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