Liberty Portfolio Sample Clauses

Liberty Portfolio. Notwithstanding any other provision to the contrary contained in this Agreement, prior to the Effective Time, Patriot and/or Patriot OP or any of the Patriot Subsidiaries may make an investment in all or any portion of the commercial real estate assets set forth in Section 8.2(e) of the Patriot Disclosure Letter (the "Liberty Portfolio") that does not (A) exceed $220,000,000 in the aggregate or (B) result in Patriot having to consolidate the accounts of the Liberty Portfolio within the accounts of Patriot (a "Liberty Consolidation"). Patriot may make additional investments in the Liberty Portfolio in excess of $220,000,000 or take any action that would result in a Liberty Consolidation (an "Additional Liberty Investment") only in accordance with the following provisions of this Section 8.2(e). Prior to the Effective Time, Patriot shall promptly notify Wyndham of any determination by the Board of Directors of Patriot or any Patriot Subsidiary, or by the Board
Sample 1
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Liberty Portfolio. Notwithstanding any other provision to the ----------------- contrary contained in this Agreement, prior to the Effective Time, Patriot and/or Patriot OP or any of the Patriot Subsidiaries may make an investment in all or any portion of the commercial real estate assets set forth in Section 8.2(e) of the Patriot Disclosure Letter (the "Liberty Portfolio") that does not (A) exceed $220,000,000 in the aggregate or (B) result in Patriot having to consolidate the accounts of the Liberty Portfolio within the accounts of Patriot (a "Liberty Consolidation"). Patriot may make additional investments in the Liberty Portfolio in excess of $220,000,000 or take any action that would result in a Liberty Consolidation (an "Additional Liberty Investment") only in accordance with the following provisions of this Section 8.2(e). Prior to the Effective Time, Patriot shall promptly notify Wyndham of any determination by the Board of Directors of Patriot or any Patriot Subsidiary, or by the Board of Directors of BMOC or any BMOC Subsidiary, which determination shall require the unanimous approval of the Board of Directors of Patriot or BMOC, as the case may be, to enter into an agreement, arrangement or understanding, or take any other action, pursuant to which Patriot, such Patriot Subsidiary, or BMOC or such BMOC Subsidiary, would, upon consummation thereof, make an Additional Liberty Investment, which notice shall include a reasonably detailed description of the proposed Additional Liberty Investment, and Patriot or such Patriot Subsidiary, or BMOC or such BMOC Subsidiary, shall not enter into any such agreement, arrangement or understanding, or take any such other action, at any time prior to the date which is fifteen business days immediately following the date of such notice (the "Wyndham Notice Period"), unless Patriot or BMOC, as the case may be, has received the prior written consent of Wyndham. Upon expiration of the Wyndham Notice Period, (i) if Wyndham shall not have previously provided to Patriot or BMOC, as the case may be, written notice of Wyndham's desire to terminate this Agreement pursuant to Section 10.1(m) (the "Wyndham Termination Notice"), Patriot or such Patriot Subsidiary, or BMOC or such BMOC' Subsidiary, may proceed with such Additional Liberty Investment, Wyndham shall be deemed to have consented thereto for purposes of this Agreement, and this Agreement shall remain in full force and effect, or (ii) if Wyndham shall have previously provided to Patr...
Sample 1

Related to Liberty Portfolio

  • New Portfolio The Trust hereby authorizes MID to participate in the distribution of Class A shares of the following new portfolio ("New Portfolio") on the terms and conditions contained in the Agreement: Lazard Mid-Cap Portfolio

  • Investment Portfolio All investment securities held by Seller or its Subsidiaries, as reflected in the consolidated balance sheets of Seller included in the Seller Financial Statements, are carried in accordance with GAAP, specifically including but not limited to, FAS 115.

  • Loan Portfolio (a) As of the date hereof, neither Home nor any of its Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which Home or any Subsidiary of Home is a creditor that, as of September 30, 2013, was over ninety (90) days or more delinquent in payment of principal or interest (excluding any Loan that is a covered asset under a Shared-Loss Agreement), or (ii) Loans with any director, executive officer or 5% or greater shareholder of Home or any of its Subsidiaries, or to the knowledge of Home, any affiliate of any of the foregoing. Set forth in Section 3.26(a) of the Home Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of Home and its Subsidiaries that, as of September 30, 2013, were classified by Home as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” or “Loss,” or words of similar import, together with the principal amount thereof and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans, by category of Loan (e.g., commercial, consumer, etc.), and (B) each asset of Home or any of its Subsidiaries that, as of September 30, 2013, was classified as “Other Real Estate Owned” and the book value thereof, indicating in the case of subparts (A) and (B) whether the Loan or asset is a covered asset under a Shared-Loss Agreement. (b) To Home’s knowledge, each Loan of Home and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Home and its Subsidiaries as secured Loans, has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions. (c) Other than the purchased Loans described in Section 3.26(c) of the Home Disclosure Schedule and as set forth in Section 3.26(g), each Loan originated, administered and/or serviced by Home or any of its Subsidiaries was originated, and administered and/or serviced by Home or a Home Subsidiary, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of Home and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) in effect at the time of origination and with all applicable federal, state and local laws, regulations and rules. (d) None of the agreements pursuant to which Home or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. (e) There are no outstanding Loans made by Home or any of its Subsidiaries to any “executive officer” or other “insider” (as each such term is defined in Regulation O promulgated by the Federal Reserve Board) of Home or its Subsidiaries, other than Loans that are subject to and that were made and continue to be in compliance with Regulation O or that are exempt therefrom. (f) Neither Home nor any of its Subsidiaries is now nor has it ever been since December 31, 2010, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans. (g) Home and its Subsidiaries have administered and serviced the Loans and leases purchased in July 2009 and August 2010 by Home Federal Bank from the FDIC as Receiver for Community First Bank and LibertyBank, in all material respects, in accordance with the relevant notes or other credit or security documents, the requirements of the Shared-Loss Agreements and with all applicable federal, state and local laws, regulations and rules.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • New Portfolios a. Effective April 12, 2021, the following Portfolio is hereby added to the Agreement on the terms and conditions contained in the Agreement: • EQ/Core Plus Bond Portfolio b. Effective April 30, 2021, the following Portfolios are hereby added to the Agreement on the terms and conditions contained in the Agreement: • EQ/Aggressive Allocation Portfolio • EQ/Conservative Allocation Portfolio • EQ/Conservative-Plus Allocation Portfolio • EQ/Moderate Allocation Portfolio • EQ/Moderate-Plus Allocation Portfolio • Target 2015 Allocation Portfolio • Target 2025 Allocation Portfolio • Target 2035 Allocation Portfolio • Target 2045 Allocation Portfolio • Target 2055 Allocation Portfolio

  • Whole Loan Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan.

  • Mortgage Loan repurchased (The Master Servicer hereby certifies that the Purchase Price has been credited to the Collection Account or the Certificate Account (whichever is applicable) pursuant to the Trust Agreement.)

  • Servicing Rights Except as provided in the Pooling and Servicing Agreement, any permitted subservicing agreements and servicing rights purchase agreements pertaining thereto, no Person has been granted or conveyed the right to service any Mortgage Loan or receive any consideration in connection therewith which will remain in effect after the Closing Date.

  • Assuming Institution Portfolio Sales of Remaining Shared-Loss Loans The Assuming Institution shall have the right, with the consent of the Receiver, to liquidate for cash consideration, from time to time in one or more transactions, all or a portion of Shared-Loss Loans held by the Assuming Institution at any time prior to the Termination Date (“Portfolio Sales”). If the Assuming Institution exercises its option under this Section 4.1, it must give sixty

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

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