Procedure for Transactions Sample Clauses

Procedure for Transactions. (a) The Sellers may request that Buyer enter into a Transaction hereunder, on any Business Day during the period from and including the Effective Date, by delivering to the Buyer, an irrevocable written transaction request substantially in the form of Exhibit B hereto (“Transaction Request”); provided that, the Sellers may not deliver more than one (1) Transaction Request per Business Day. Such Transaction Request must be received by the Buyer prior to 10:00 a.m. New York City time at least three (3) Business Days prior to the requested Purchase Date. Such Transaction Request shall (i) specify the amount of such Purchase Price, (ii) attach an Asset Schedule identifying the Eligible Assets that the Sellers propose be subject to a Transaction with the Buyer, (iii) specify the requested Purchase Date and (iv) specify such other matters as may be specified on the form of the Transaction Request or as may be reasonably requested by Buyer from time to time in accordance with the terms hereof. The Sellers shall indemnify Buyer and hold it harmless against any Losses incurred by Buyer as a result of any failure by Sellers to timely deliver the Purchased Assets subject to such Transaction Request. (b) Upon the Sellers’ Transaction Request pursuant to Section 2.03(a), the Buyer may, assuming all conditions precedent set forth in this Section 2.03 and in Sections 5.01 and 5.02 have been met, enter into a Transaction with Sellers on the requested Purchase Date, in the amounts so requested; provided that following remittance of such amounts a Margin Deficit would not exist.
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Procedure for Transactions a. To initiate a Transaction, Lessee will notify Lessor of the Quantity of Material that Lessee wishes to lease under this Agreement. b. With respect to each Transaction, Lessor and Lessee will agree upon the following: (i) the Quantity of Material to be leased, (ii) the date such Material is to be leased to Lessee (each such date, a "Lease Date") and (iii) the location of delivery (the "Delivery Location"). c. From time to time Lessor will confirm to Lessee by facsimile in the form attached as Exhibit I the lease rate (the "Rate") with respect to Material leased under this Agreement and the date such Material shall be returned to Lessor (each such date, a "Return Date"). d. On each Lease Date Lessor will deliver the agreed upon Quantity of Material to Lessee at the location specified in accordance with Section 3 above. e. From time to time during the term of this Agreement, Lessee may upon notice to Lessor (which notice, if oral, shall be confirmed by telex or facsimile) purchase leased Material at a price (the "Purchase Price") equal to the product of the H&H Price on the day of such purchase plus 1.5 cents ($.015) per ounce. The Purchase Price shall be paid as provided in Section 8 below on the second Business Day following Lessee's purchase of Material. f. Unless otherwise agreed by the parties, two Business Days before the Return Date of any Material Lessee shall notify Lessor of its desire to (i) purchase such Material from Lessor at the Purchase Price, (ii) return such Material to Lessor or (iii) extend the Return Date of such Material. On the Return Date, Lessee shall in the case of (i) above, pay Lessor the Purchase Price and in the case of (ii) above, return the Material to the Place of Return. In the case of (iii) above, Lessee's request to extend the Return Date shall be treated as the initiation of a new Transaction hereunder, and if Lessor agrees to such Transaction, Lessor shall on the Return Date lease to Lessee the Quantity of Material to have been returned on such Date at the then current Rate and otherwise subject to the terms of this Agreement.
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Procedure for Transactions. (a) For all Transactions occurring on and after the Restatement Closing Date, which must only constitute Rollover Transactions, Buyer shall not have any discretion to refuse to enter into such Rollover Transactions unless an Event of Default shall have occurred. (b) In no event shall a Transaction other than a Rollover Transaction in respect of Restatement Closing Date Mortgage Loans be entered into on or after the Restatement Closing Date.
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Procedure for Transactions. The Transactions shall take place -------------------------- upon the terms and subject to the conditions of this Distribution Agreement, and in accordance with the provisions of the General Business Law of the State of Delaware ("GBL") and any plan of reorganization pursuant to which, on the Distribution Date the Distribution shall be effective.
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Procedure for Transactions 
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Related to Procedure for Transactions

  • Procedure for transfer (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. (c) Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.

  • Procedure for Offer Subject to the terms hereof, Landlord shall notify Tenant (the “First Offer Notice”) prior to entering into any lease with a third party for the First Offer Space, which notice shall outline the base rent, allowance amounts if any, length of term, and other economic terms on which Landlord would be willing to lease the First Offer Space (as set forth in such proposal) to Tenant (the “Fundamental Terms”). Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the applicable First Offer Space on the Fundamental Terms.

  • Procedure for Closing If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election, Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds.

  • Procedure for Termination The party designated in Section 4.03 of the Trust Agreement shall advise the Securities Administrator in writing of its election to cause a Terminating Purchase, no later than the Distribution Date in the month preceding the Distribution Date on which the Terminating Purchase will occur. Notice of the Distribution Date on which any such termination shall occur (or the Distribution Date on which final payment or other Liquidation of the last Mortgage Loan remaining in the Trust or the disposition of the last REO Property remaining in the Trust will be distributed to Certificateholders, as reflected in the Remittance Report for such month (the “Final Distribution Date”) shall be given promptly by the Securities Administrator by letter to Certificateholders mailed (a) in the event such notice is given in connection with a Terminating Purchase, not earlier than the 15th day of the month preceding such final distribution and not later than the 5th day of the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Servicing Remittance Date in such month, in each case specifying (i) the Final Distribution Date and that final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Securities Administrator therein designated on that date, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Final Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Securities Administrator. The Securities Administrator shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with a Terminating Purchase, the purchaser shall deliver to the Securities Administrator for deposit in the Certificate Account on the Business Day immediately preceding the Final Distribution Date an amount in next day funds equal to the Termination Price, as the case may be. Upon presentation and surrender of the Certificates on a Distribution Date by Certificateholders, the Securities Administrator shall distribute to Certificateholders (A) the amount otherwise distributable on such Distribution Date, if not in connection with Terminating Purchase, or (B) if in connection with a Terminating Purchase, an amount determined as follows: with respect to each Certificate with an outstanding Certificate Balance, the outstanding Certificate Balance thereof, plus interest thereon through the Accounting Date preceding the Distribution Date fixed for termination and any previously unpaid interest, net of unrealized losses, Realized Interest Shortfall and Shortfall with respect thereto; and in addition, with respect to each Residual Certificate, the Percentage Interest evidenced thereby multiplied by the difference between the Termination Price and the aggregate amount to be distributed as provided in the first clause of this sentence and the next succeeding sentence. Upon the deposit of the Termination Price in the Certificate Account, the Securities Administrator, on behalf of the Trustee, and any Custodian acting as its agent, shall promptly release to the purchaser the Trustee Mortgage Loan Files for the remaining Mortgage Loans, and the Securities Administrator, on behalf of the Trustee, shall execute all assignments, endorsements and other instruments without recourse necessary to effectuate such transfer. The Trust shall terminate immediately following the deposit of funds in the Termination Account as provided below. In the event that all of the Certificateholders shall not surrender their Certificates within six months after the Final Distribution Date specified in the above-mentioned written notice, the Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates and receive the final distribution with respect thereto, net of the cost of such second notice. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the amounts otherwise payable on such Certificates. Any funds payable to Certificateholders that are not distributed on the Final Distribution Date shall be deposited in a Termination Account, which shall be an Eligible Account, to be held for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner, and shall be disposed of in accordance with this Section. The Securities Administrator shall establish the Termination Accounts, which shall be Eligible Accounts, on or about the Closing Date.

  • Procedure for Merger or Consolidation Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth: (a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate; (b) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”); (c) the terms and conditions of the proposed merger or consolidation; (d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their general or limited partner interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered; (e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation; (f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and (g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.