Purchase and Sale of Secured Notes Sample Clauses

Purchase and Sale of Secured Notes. On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Secured Notes Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements), and in consideration of Ally Auto’s payment to the Seller of the Secured Notes Purchase Price, the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse:
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Purchase and Sale of Secured Notes. SECTION 2.01 Purchase and Sale of Secured Notes................................................2 SECTION 2.02 Secured Note Purchase Price.......................................................3 SECTION 2.03 The Closing.......................................................................3 SECTION 2.04 Custody of Secured Note Files.....................................................3
Sample 1
Purchase and Sale of Secured Notes. On such date as is acceptable to CARI xxx GMAC by which the conditions specified in Article VI have been satisfied (and in any event immediately prior to consummation of the transactions contemplated by the Further Transfer and Servicing Agreements, if any), and in consideration of CARI's payment to GMAC of the Secured Note Purchase Price, GMAC shall sell, transfer, assign and otherwise convey to CARI, xxthout recourse:
Sample 1
Purchase and Sale of Secured Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Issuer agrees to sell to the Initial Purchaser the Secured Notes, and the Initial Purchaser has agreed to purchase from the Issuer the applicable Secured Notes in the aggregate principal amounts and at the purchase price percentages set forth on Schedule I hereto. It is understood and agreed that the structuring fees payable by the Issuer to Xxxxx Fargo on the Closing Date with respect to its purchase of the Secured Notes will be equal to the amount agreed to between Xxxxx Fargo and the Issuer. It is understood and agreed that the Initial Purchaser is not acquiring, nor has any obligation to acquire, Notes other than the Secured Notes. It is further understood and agreed that the Initial Purchaser may retain the Secured Notes, purchase the Secured Notes for their own account, or sell the Secured Notes to its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. All settlements of the sale of Secured Notes in global form will be made through the DTC account of Xxxxx Fargo and the delivery of all Secured Notes constituting Certificated Notes will be made through Xxxxx Fargo. In addition, whether or not the transaction contemplated hereby shall be consummated, the Issuer agrees to pay all costs and expenses incident to the performance by the Issuer of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the Notes (the “Documents”), including, without limitation or duplication: (i) the fees and disbursements of Cadwalader, Xxxxxxxxxx & Xxxx LLP, special United States counsel to the Initial Purchaser; (ii) the fees and expenses of the Trustee and the Collateral Administrator incurred in connection with the issuance of the Notes and its counsel; (iii) the fees and expenses of any bank establishing and maintaining accounts in connection with the transaction; (iv) the fees and expenses of the accountants for the Issuer, including the fees for the “comfort letters” or “agreed-upon procedures letters” required by the Initial Purchaser, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Notes; (v) all expenses incurred in connection with the preparation and distribution of each Circular and other disclosure materials prepared and distributed and all expenses in...
Sample 1

Related to Purchase and Sale of Secured Notes

  • Purchase and Sale of Securities The Adviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers as the Adviser shall deem appropriate in order to carry out the policies with respect to portfolio transactions as set forth in the Trust's Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time. Nothing herein shall prohibit the Trustees from approving the payment by the Trust of additional compensation to others for consulting services, supplemental research and security and economic analysis.

  • Issuance and Sale of Securities The Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through MLV, acting as sales agent, common units representing limited partner interests in the Partnership (the “Common Units”) having an aggregate gross sales price of up to $75,000,000 (the “Maximum Amount”). The Common Units to be issued and sold pursuant to this Agreement are referred to herein as the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities shall be the sole responsibility of the Partnership, and that MLV shall have no obligation in connection with such compliance. The issuance and sale of the Securities through MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Securities. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form S-3 (File No. 333-190865), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to MLV, for use by MLV, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Sale of Securities Promptly upon each sale of Securities by the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any), or other units sold, (iii) the date of sale and settlement, (iv) the sale price per unit, (v) the total amount payable upon such sale, and (vi) the person to whom such Securities are to be delivered. Upon receipt of the total amount payable to the Fund as specified in such Written Instructions, the Custodian shall deliver such Securities to the person specified in such Written Instructions. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Resale of Securities (a) Each of the Investors severally covenants that it will not sell or otherwise transfer the Securities except pursuant to an effective registration under the Securities Act or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder.

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

  • Purchase and Sale of Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Title of Securities There shall be a series of Securities designated the “6.150% Senior Notes due 2036” of the Company (the “Senior Notes”).

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