Purchase and Settlement Sample Clauses
Purchase and Settlement. Settlement amount The Settlement Amount is NZ$[insert] including GST. Payment must be made in New Zealand dollars. Settlement Settlement must be undertaken by full payment of the Settlement Amount. Settlement on invoice Settlement is due within 10 Working Days of the completion of the Auction. Payment must be made to the Auctioneer with all funds cleared by the date of settlement. Transfers and creation of interests prohibited The Purchaser must not, during the term of this agreement, except as provided in clause 12, transfer, assign, or create, or purport to transfer, or assign or create, any Registered interest in the Spectrum Licence(s) in favour of any person other than the Purchaser itself or the Crown. To avoid doubt, paragraph (a) does not prohibit the Purchaser from entering into any agreement for a transaction that is conditional upon receiving the consent of the Chief Executive and that will not take effect until the consent of the Chief Executive is received. Chief Executive may give consent The Purchaser may with the prior written consent of the Chief Executive, transfer, assign or create any Registered interest in the Spectrum Licence(s) (and if there are more than one Spectrum Licence, in any of them) in favour of any person other than the Purchaser itself. Consent under paragraph (a) must be applied for no later than 20 Working Days prior to the date of the transaction. Consent subject to conditions If the Chief Executive’s consent is sought under clause 12, the Purchaser must ensure that in the case of a transfer, assignment or other transaction in relation to the Spectrum Licence(s), the proposed transferee, assignee, or other party to such a transaction executes a Sound Broadcasting Spectrum Licence Agreement with the Crown in relation to the Spectrum Licence(s) for which consent to the transaction is sought. The agreement must contain covenants to the same effect and with a term equal to the remaining term of this agreement, including the Service Requirement, the prohibition on transfers and creation of interests as set out in clause 11 and the retention of a Caveat on the Spectrum Licence(s) in favour of the Crown as set out in clause 29.
Purchase and Settlement. (a) Subject to the terms and conditions of this Letter Agreement, on [_*_] (the “Purchase Date”), the Company agrees to purchase from Bank, and Bank agrees to sell to the Company, a number of shares of Common Stock equal to the Settlement Number. On the first Trading Day immediately following the Purchase Date, the Company shall deliver the Prepayment Amount to Bank. Such payment shall be effected in accordance with the Bank’s customary procedures.
(b) On the Settlement Date, Bank shall deliver to the Company a number of shares of Common Stock equal to the Settlement Number. Such delivery shall be effected in accordance with the Bank’s customary procedures. In addition, to the extent the Company declares a cash dividend with respect to Common Stock and the ex-dividend and record dates for such dividend occur on any date after the date hereof and prior to the earliest of the Settlement Date, the Early Settlement Date, if any (in case of early termination contemplated in Article VI), and the date on which an Event of Default or a Corporate Termination Event occurs, if any (in case of early termination contemplated in Article VIII), then on the later of (i) any such date and (ii) the first Trading Day following the date on which such dividend is paid to the holders of record with respect to such dividend, the Bank shall pay to the Company an amount equal to the product of (i) the per share amount of such dividend and (ii) the number of shares the Bank has accumulated, as of the Trading Day immediately preceding the ex-dividend date for such dividend, in contemplation of settling its obligations under this Transaction (the “Dividend Payment Amount”). Such payment shall be effected in accordance with the Bank’s customary procedures.
(c) Notwithstanding anything to the contrary in this Letter Agreement, the Company acknowledges and agrees that, in no event shall Bank be obligated to deliver or entitled to receive in order to deliver, any shares of Common Stock if, upon such receipt of such shares of Common Stock by Bank, its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and the rules promulgated thereunder) would be equal to or greater than 4.9% or more of the outstanding shares of Common Stock. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Bank’s obligation to make such delivery shall not be extinguished and the Bank shall make such delivery as promptly as practicable after...
Purchase and Settlement. The Closing and settlement for the purchase and sale of the Mortgage Loans shall take place on the Closing Date. Closing shall, at Seller's option, be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person, at such place as the parties shall agree. The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of Buyer and Seller under this Agreement shall be true and correct as of the Closing Date, or such other date as is otherwise stated herein, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement;
(b) The parties shall have executed and delivered the Servicing Agreement;
(c) All other documents required to be executed under the terms of this Agreement shall have been duly executed and delivered by the respective parties; and
(d) The parties shall have complied with all other terms and conditions of this Agreement. Upon satisfaction of the foregoing conditions, on the Closing Date, Buyer shall pay to Seller the Purchase Price plus accrued interest by wire transfer of immediately available funds to the account identified in Exhibit E, as --------- designated by Seller.
Purchase and Settlement. (a) Issuer directs GSI and GSI agrees to use its reasonable efforts to locate and acquire the Bonds selected by the Collateral Manager to be a part of the Warehouse Portfolio pursuant to Section 2(a) of the Warehouse Agreement (each such acquired security, an “Acquired Collateral Security”); it being understood that such securities may be acquired from or by such parties as GSI shall, in its sole discretion, determine, including GSI, GS&Co. or affiliates thereof. In the event an Acquired Collateral Security becomes a Sale Security, the applicable provisions of Section 4 of the Warehouse Agreement shall control the manner of GSI’s disposition thereof.
(b) On the Closing Date, Issuer shall pay the amounts specified in Section 3(a) of the Warehouse Agreement in the manner specified therein and Issuer shall accept delivery of the Acquired Collateral Securities.
(c) Issuer acknowledges and agrees that any distributions of interest or principal, including any sale proceeds thereof, received by the Issuer or GSI on any Acquired Collateral Security during the Carry Period therefor will be for the account of GSI and Issuer has no claim thereon pursuant to this Agreement, subject, in each case, to the provisions of the Warehouse Agreement, including Section 2(m) thereof.
(d) Except as otherwise set forth herein, Issuer’s obligation to pay for and accept delivery of the Acquired Collateral Securities in accordance with the terms hereof shall not be subject to any condition, including an adverse change in the market price or marketability of any Acquired Collateral Security or any adverse change in the business, affairs or financial condition of the issuer of or any obligor under any Acquired Collateral Security. Payment to GSI by the Issuer of the Adjusted Purchase Price for each Acquired Collateral Security on the Closing Date shall occur as specified in the Warehouse Agreement. Upon such payment, the Acquired Collateral Securities shall be transferred by GSI to an account designated by Issuer. Notwithstanding anything herein to the contrary, unless the parties hereto agree in writing otherwise, Issuer’s obligation to purchase and accept delivery of any Acquired Collateral Security shall be conditioned on (i) Issuer obtaining funding sufficient to permit it to purchase such Acquired Collateral Security and (ii) Issuer’s consent on the Closing Date to the purchase of any Acquired Collateral Security to the extent required under the Investment Advisers Act of 1940, as...
Purchase and Settlement