Purchase by Buyer. (a) Upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to purchase the Partnership Interests from Seller, and Seller agrees to sell the Partnership Interests to Buyer. Specifically, the LP Buyer agrees to purchase the Limited Partner Interest from CRI-II, and CRI-II agrees to sell the Limited Partner Interest to the LP Buyer, and the GP Buyer agrees to purchase the General Partner Interest from the General Partner, and the General Partner agrees to sell the General Partner Interest to the GP Buyer.
(b) The aggregate purchase price for the Partnership Interests shall be Five Million Fifty-Four Thousand Six Hundred Seventy-Seven Dollars ($5,054,677) (the “Purchase Price”). The Purchase Price shall be allocated between the Limited Partner Interest and the General Partner Interest as set forth on Schedule D attached hereto.
Purchase by Buyer. Subject to the terms of this Agreement and the Side Letter and satisfaction of the conditions precedent set forth in this Section 3 and in Section 7, on the requested Purchase Date for each Transaction, Buyer shall transfer to Seller or its designee — for a newly Originated Eligible Mortgage Loan, by transferring funds to the designated Settlement Agent — an amount equal to the Purchase Price for purchase of each Eligible Mortgage Loan that is the subject of such Transaction on that Purchase Date, less any amounts to be netted against such Purchase Price in accordance with the Transaction terms. The transfer of funds to the Settlement Agent to be used to fund the Mortgage Loan, and if applicable, the netting of amounts for value, on the Purchase Date for any Transaction will constitute full payment by Buyer of the Purchase Price for such Mortgage Loan. Within five (5) Business Days following the Purchase Date, Seller shall (i) take such steps as are necessary and appropriate to effect the transfer to Buyer on the MERS® System of the Purchased Mortgage Loans so purchased, and to cause Buyer to be designated as “Interim Funder” on the MERS® System with respect to each such Purchased Mortgage Loan and (ii) in the case of a Wet Funding, deliver all remaining items of the related Loan File to Buyer. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, Buyer shall have no obligation to enter into any Transaction on or after the Termination Date. Seller may (i) initially request less than [***] of the Purchase Price for any one or more Purchased Mortgage Loans, (ii) repay part of the Purchase Price therefor to Buyer or (iii) both, and may subsequently request that Buyer fund (or re-fund) the balance of the Purchase Price to Seller, and in either case so long as both (x) no Default or Event of Default has occurred and is continuing, and (y) Buyer would be committed to fund (or re-fund) such balance if it were a new Transaction, or Buyer elects, in its sole discretion, to do so, Buyer will fund (or re-fund) so much of such balance as Seller shall request. Any such Funding request (each, a “Funding Request”) received before noon (Eastern time) on a Business Day will be funded on the same Business Day. Buyer will use commercially reasonable efforts, but will have no obligation, to fund on the same Business Day any Funding Request received after noon (Eastern time). If Buyer does not fund on the same Business Day any Funding Re...
Purchase by Buyer. Subject to the terms of the Side Letter and satisfaction of the conditions precedent set forth in this Paragraph 3 and in Paragraph 7, on the requested Purchase Date for each Transaction, Buyer shall transfer to Seller an amount equal to the Purchase Price for purchase of the Eligible Mortgage Loans that is the subject of such Transaction on that Purchase Date, less any amounts to be netted against such Purchase Price. The transfer of funds to the Settlement Agent to be used to fund the Mortgage Loan, and if applicable, the netting of amounts for value, on the Purchase Date for any Transaction will constitute full payment by Buyer of the Purchase Price for such Transaction. Within five (5) days following the Purchase Date, Seller shall (i) take such steps as are necessary and appropriate to effect the transfer of the Purchased Mortgage Loan to Buyer on the MERS® System and to cause Buyer to be designated as “Interim Funder” on the MERS System with respect to such Purchased Mortgage Loan and (ii) in the case of a Wet Funding, deliver all remaining items of the related Loan File to Buyer. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, Buyer shall have no obligation to enter into any Transaction on or after the Termination Date.
Purchase by Buyer. Subject to the terms and conditions set forth in this Agreement, Buyer shall buy from Seller, and Seller shall sell to Buyer, all of the Shares for the Purchase Price.
Purchase by Buyer. Upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to purchase or cause an affiliate of Buyer to purchase all of the shares of the capital stock of the Trust Subsidiary issued and outstanding on the Closing Date (the "Stock") from Seller, and Seller agrees to sell or cause to be sold all of the Stock to Buyer.
Purchase by Buyer. Upon the terms and conditions set forth in this Agreement, Buyer hereby purchases from Seller, and Seller hereby sells to Buyer, the Purchased Membership Interest, such Membership Interest evidencing Seller's interest in the Company.
Purchase by Buyer. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to purchase all of the Stock (as defined below) from the Seller, and the Seller agrees to sell all of the Stock to the Buyer.
(b) The Purchase Price for the Stock shall be FOURTEEN MILLION FIVE HUNDRED THOUSAND AND NO/00 DOLLARS ($14,500,000.00) (the "Purchase Price"), subject to the prorations and adjustments as hereinafter provided in this Agreement.
Purchase by Buyer of Loans on the applicable Funding Date is conditioned upon the following:
(i) compliance by Seller in all material respects with all requirements of this Agreement, including without limitation Section 2.4 of this Agreement;
(ii) the representations and warranties of Seller under this Agreement being true and correct in all material respects as of the Funding Date;
(iii) each Mortgage Loan being purchased having been reviewed and approved by Buyer pursuant to Section 2.4 hereof;
(iv) receipt by Buyer of a complete Loan Schedule for all of the Loans in the applicable Pool from Seller to Buyer;
(v) If Buyer requests prior to the Funding Dates, receipt by Buyer from Seller of an Opinion of Counsel of the Seller in the form of Exhibit B, dated the date of execution of this Agreement;
(vi) receipt by Buyer from Seller of an Officer's Certificate, in the form of Exhibit A, and attached thereto the resolutions of the Seller and a certificate of good standing of the Seller;
(vii) receipt by Buyer from Seller of a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Loans were acquired by Seller by merger or acquired or originated by Seller while conducting business under a name other than its present name;
(viii) receipt by Buyer of the Initial Certification of Receipt from the Custodian; and
(ix) receipt of a release from any and all lenders having an interest in any Loan.
(x) the Buyer received the offer to purchase together with all information required pursuant to this Agreement to make such decision at least 10 Business Days prior to the applicable Funding Date.
Purchase by Buyer. Pursuant to the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, convey and deliver to Buyer, all rights, title and interest to the Shares free and clear of any Liens (other than restrictions imposed by applicable securities Laws).
Purchase by Buyer. Upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to purchase the Partnership Interests from Seller, and Seller agrees to sell the Partnership Interests to Buyer. Seller hereby consents to the conversion of the Partnership from a Pennsylvania limited partnership into a Delaware limited liability company pursuant to the Master Agreement. Upon the conversion of the Partnership to a Delaware limited liability company, without any further action by either Buyer or Seller, all references herein to the “Partnership” shall automatically be deemed references to the “Company” and all references herein to the “Partnership Interests” shall automatically be deemed references to the “Membership Interests” in the Company.
