Loan Purchases Sample Clauses

Loan Purchases. (a) Subject to the terms and conditions set forth or referred to below, a Purchasing Borrower Party may from time to time, in its discretion, conduct modified Dutch auctions to make Auction Purchase Offers, each such Auction Purchase Offer to be managed by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (in such capacity, the “Auction Manager”) and to be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.25 and the Auction Procedures, in each case, so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time of purchase of any Term Loans or on the date of the delivery of each Auction Notice; (ii) the assigning Lender and the Purchasing Borrower Party shall execute and deliver to the Administrative Agent an Assignment and Assumption; (iii) the maximum principal amount (calculated on the face amount thereof) of Term Loans that the Purchasing Borrower Party offers to purchase in any Auction Purchase Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent in its reasonable discretion); (iv) any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder, and such Term Loans may not be resold (it being understood and agreed that any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income or Consolidated EBITDA); (v) no more than one Auction Purchase Offer with respect to any Facility may be ongoing at any one time and no more than four Auction Purchase Offers (regardless of Facility) may be made in any one year; (vi) at the time of each purchase of Term Loans through an Auction Purchase Offer, the Borrower shall have delivered to the Auction Manager a certificate of a Responsible Officer certifying as to compliance with the preceding clause (i); (vii) no Purchasing Borrower Party may use the proceeds, directly or indirectly, from ABL Loans to purchase any Term Loans; and (viii) each Auction Purchase Officer shall be made to all Lenders of the applicable Facility subject to such Auction Purchase Offer. (b) A Purchasing Borrow...
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Loan Purchases. Attached hereto as Schedule 4 is a true and correct summary of all Mortgage Loans purchased by Guarantor during the calendar month listed on Schedule 4.
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Loan Purchases. (a) Subject to the terms and conditions set forth or referred to below, a Purchasing Borrower Party may from time to time, in its discretion, conduct modified Dutch auctions to make Auction Purchase Offers, each such Auction Purchase Offer to be managed by an investment bank of recognized standing selected by the Parent Borrower following consultation with the Administrative Agent (in such capacity, the “Auction Manager”) and to be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.25 and the Auction Procedures, in each case, so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time of purchase of any Term Loans or on the date of the delivery of each Auction Notice; (ii) the assigning Lender and the Purchasing Borrower Party shall execute and deliver to the Administrative Agent an Assignment and Assumption; 89
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Loan Purchases. (A) Subject to the terms and conditions set forth herein and in the Addendum, Seller shall sell, assign, and transfer to Purchaser, and Purchase shall buy, on the Closing Date, for the Purchase price for the Portfolio set forth in the related bid letter of intent (the "Purchase Price"), all Seller's right, title and interest in and to each Loan and the Loan File with respect to such Loan. (B) It is the intention of Purchaser and Seller that the sale of each Loan hereunder shall be made on a servicing-released basis. Simultaneously with the purchase of each Loan hereunder and in consideration of Purchaser's payment of the Purchase Price, Seller shall transfer all servicing rights and benefits to Purchaser. Seller shall deliver within five (5) days of the Closing Date such notices to the related borrowers concerning the transfer of the servicing of the Loans as may then be required by applicable state and federal law. Seller shall within twenty (20) days of the Closing Date (the "Servicing Transfer Date") deliver to Purchaser documentation sufficient to enable Purchaser or its designated representative to service such Loan in compliance with all rules, orders and regulations of federal and state governments and other duly appointed authorities with jurisdiction over such Loan. Seller shall on or prior to the Servicing Transfer Date take any and all action necessary to transfer to Purchaser all interest of Seller in, and to make Purchaser the loss payee of, each mortgage title insurance policy, hazard insurance policy and each other insurance policy constituting a portion of the Loan File. (C) Nothing contained in this Agreement, or in any document executed in connection herewith, shall be deemed to transfer any of Seller's right, title, and interest in any Deficient Loan to Purchaser. Seller expressly disclaims any intention to sell to Purchaser, and Purchaser expressly disclaims any intention to acquire from Seller, any interest in any Deficient Loan whose deficiencies are not cured prior to the termination of the Diligence Review. Period and the related Loan Documents and servicing rights with respect to such Deficient Loan. Any Loan Documents with respect to any Deficient Loan whose deficiencies are not cured prior to the termination of the Diligence Review Period delivered by Seller to Purchaser shall be held in trust by Purchaser and shall be returned to Seller immediately after the termination of the Diligence Review Period. (D) Purchaser shall not be ...
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Loan Purchases each Auction Purchase Offer shall be made to all Lenders of the applicable Facility subject to such Auction Purchase Offer.
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Loan Purchases. Debtor shall not purchase any Consumer Loans or make or pay dividends or distributions to any of Debtor’s equityholders with the funds from Advances on or after the date that an Amortization Event, Trigger Event, Regulatory Trigger Event, or LTV Trigger Event has occurred or is continuing.
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Loan Purchases. Debtor shall not purchase any Consumer Loans with the funds in the Collateral Deposit Account on or after the date that an Amortization Event or Trigger Event has occurred or is continuing.
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Loan Purchases 
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Related to Loan Purchases

  • VWAP Purchases Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.