Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.
Seller's Documents At Closing, Seller shall deliver or cause to be delivered to Buyer:
Purchaser's Investment Representations Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."
Purchasers Deliverables Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).
Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:
Reliance Upon Purchaser’s Representations The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.
SELLER PURCHASER The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding LLC Lender Code: 833 253 The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC By: By: (Signature of Authorized Signatory for Seller) (Signature of Authorized Signatory for Purchaser) Name: Name: Title: Title: Date of Purchase: April 30, 2008 Purchase Agreement (TOWN CENTER FUNDING) Attachment C ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Dated as of [ ], 2008 ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Each of The Bank of New York Trust Company, N.A., as Town Center Funding Eligible Lender Trustee (the “Town Center Funding Eligible Lender Trustee”) for the benefit of Town Center Funding LLC (“Town Center Funding”), under the Town Center Funding Interim Trust Agreement, dated as of April 30, 2008, between Town Center Funding and the Town Center Funding Eligible Lender Trustee, and Town Center Funding hereby offer for sale to The Bank of New York Trust Company, N.A., as Interim Eligible Lender Trustee for the benefit of SLM Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of April 30, 2008 between the Purchaser and the Interim Eligible Lender Trustee, the entire right, title and interest of Town Center Funding in the Loans described in the related Additional Xxxx of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts Town Center Funding’s offer.
Purchaser’s Deliveries At the Closing, Purchaser shall deliver the following to Seller:
Purchaser’s Deliveries in Escrow As of or prior to the Closing Date, Purchaser shall deliver in escrow to Escrow Agent the following:
Purchaser's Representations Purchaser represents and warrants to Seller as follows:
