Initiation and Confirmation Clause Samples
The Initiation and Confirmation clause establishes the procedures for starting and formally acknowledging a transaction or agreement between parties. Typically, this clause outlines the steps required to initiate a deal, such as submitting a written notice or order, and specifies how and when confirmation of the transaction must be provided, often through written acknowledgment or electronic communication. Its core practical function is to ensure both parties have a clear, mutual understanding of when a transaction begins and is officially recognized, thereby reducing the risk of disputes over whether and when obligations have been triggered.
Initiation and Confirmation. An agreement to enter into a Transaction shall be initiated by a Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to Buyer. Any Confirmation by Buyer shall be deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by the Seller no more than three (3) Business Days after the date the Confirmation was received by the Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, must specify the provision(s) being objected to by the Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than three (3) Business Days after the Confirmation was received by the Seller.
Initiation and Confirmation. (i) On or after the Effective Date but prior to the Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer or (B) notify Seller that the proposed Transaction is disapproved; provided that Buyer’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Buyer, Seller shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller agree otherwise in writing, Buyer’s failure to respond to Seller within the time period set forth in the preceding sentence shall be deemed disapproval of Seller’s request to enter into a proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be obligated to agree to purchase or effect the transfer of any asset proposed by Seller.
Initiation and Confirmation. (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either party and shall be legally binding from the moment such agreement is made.
(b) Upon agreeing to enter into a Transaction hereunder, one or both parties, as shall be agreed, shall promptly deliver to the other party a confirmation, in writing or as otherwise agreed and in accordance with market practice, of each Transaction (a “Confirmation”). The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between the parties with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail.
Initiation and Confirmation. An agreement to enter into a Transaction shall be initiated by a Seller's delivery of a Request for Purchase to Buyer. Buyer shall confirm the terms of each Transaction by issuing a written confirmation (a "Confirmation") to such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe
Initiation and Confirmation. (a) An agreement to enter into an Option may be made at the initiation of either party.
(b) Upon agreeing to enter into an Option hereunder, one or both parties, as shall be specified in Annex I hereto or as otherwise agreed by the parties, shall promptly deliver to the other party a confirmation, in writing or as otherwise agreed and in accordance with market practice, of each Option (a “Confirmation”). Each Confirmation shall identify the Writer and the Holder and set forth (i) the identity and the par value of the Underlying Securities that are subject to the Option, (ii) the exercise price (expressed as the percentage used to determine the Exercise Value) or the Exercise Value, (iii) the Expiration Date, (iv) the premium for the Option, (v) whether the Option is a call or a put, (vi) whether the Option is an American Option or a European Option, (vii) any other trading terms applicable to an Option that have been agreed to by the parties, and (viii) any other terms not inconsistent with this Agreement. Each Confirmation, together with this Agreement, shall conclusively evidence the terms of the Option covered thereby unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail unless otherwise specified by the parties in Annex I hereto or in such Confirmation.
(c) The premium shall be due on the Premium Payment Date. Without limiting the nondefaulting party’s rights under Paragraph 8 hereof, if the premium for an Option is not received on or before the Premium Payment Date for such Option, the Writer may, at its option, treat such Option as void.
Initiation and Confirmation. (i) Prior to the Closing Date, Seller requested that B▇▇▇▇ enter into Transactions with respect to the Eligible Assets, and delivered to Buyer the Due Diligence Packages for the Eligible Assets. Buyer (x) requested such additional diligence materials with respect to the Eligible Assets as Buyer deemed necessary in its sole discretion, (y) completed its due diligence review of the Eligible Assets and received an internal credit decision with respect to the proposed Transactions and (z) subject to Article 3(a)(ii), notified Seller that the proposed Transactions were conditionally approved.