Purchase Events Sample Clauses

Purchase Events. 24 Section 6.05 Indemnification............................................... 25 Section 6.06 Trust......................................................... 25 ARTICLE VII

Purchase Events. The Transferors and the Representative acknowledge that the Transferees have assigned all of their right, title and interest in, to and under this Agreement, including the Transferees' right to cause the Representative or the Transferors to purchase the Mortgage Loans from the Transferees under certain circumstances, to the Issuer pursuant to Section 2.01 of the Pooling and Servicing Agreement, and the Issuer has granted to the Trustee a security interest in and Lien on the Mortgage Loans and its right, title and interest in this Agreement. The Transferors and the Representative hereby covenant and agree with the Transferees for the benefit of the Transferees, the Trustee, the Certificateholders and the Certificate Insurer that the occurrence of a breach of any of the Representative's or the Transferor's representations and warranties contained in Section 3.02 hereof shall constitute events obligating the Transferor and the Representative, to the extent specified in Section 3.03 of the Pooling and Servicing Agreement, and without further notice from the Transferees hereunder, to purchase an Mortgage Loan from the Trustee (a "Purchase Event"). It is understood and agreed that the obligation of the Representative or the Transferors to purchase any Mortgage Loan as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Transferors and the Representative for such breach available to the Trustee, the Certificateholders or the Certificate Insurer.

Purchase Events. Acquiror may exercise the Option only if one or more of the following events has occurred: (a) the Board of Directors of the Company or any committee thereof shall have withdrawn or modified its approval or recommendation of the Merger or the Merger Agreement in any manner adverse to Acquiror, or approved or recommended any Acquisition Proposal (as defined in the Merger Agreement), or shall have adopted a resolution to take any of the foregoing actions; (i) the approval of the Merger Agreement by the stockholders of the Company shall have not been obtained by reason of the failure to obtain the required vote at the Stockholders' Meeting (as defined in the Merger Agreement) and (ii) at the time of such negative vote there shall be pending an Acquisition Proposal (as defined in the Merger Agreement); (c) the Company or any of its Subsidiaries shall have entered into any agreement with any person (other than Acquiror or any of its affiliates), the Board of Directors of such entity shall have approved, recommended or resolved to enter into an agreement with any person, or the Company shall have publicly announced its intention to take any of the foregoing actions, with respect to the sale of 20% or more (in voting power) of the voting securities of the Company or of 20% or more (in fair market value) of the assets of the Company and its Subsidiaries, on a consolidated basis, however such transaction may be effected; or (d) any person (other than Acquiror or any of its affiliates), shall have commenced (as such term is defined in Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or shall have filed a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to a tender or exchange offer for securities representing 35% or more of the voting power of the Company; or the acquisition, by any person or group (as defined in Section 13(d) of the Exchange Act), other than Acquiror or any of its affiliates, of beneficial ownership of (as defined in the Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership of, securities representing 35% or more of the voting power of the Company;

Purchase Events. In the event that any of the following (each a “Purchase Event”) shall have occurred to or in respect of a Member (the “Seller”), the Class A Members (acting as a single member) other than the Seller shall have the first right (the “Purchase Option”) to purchase the entire LLC Interest of the Seller including all debts and obligations of the Company (including any Residual Capital) owing to the Seller (the “Purchase Interest”). In the event that the Class A Member declines to exercise its Purchase Option, the Class B Members may, pursuant to their pro rata interests, exercise the Purchase Option. A. a Bankruptcy shall occur with respect to Seller; B. Seller shall fail generally to pay its debts as they become due, or suffer any writ of attachment or execution or any similar process to be issued or levied against it or all or substantially all of its property which is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; C. Seller shall suffer any writ of attachment or execution or any similar process to be issued or levied against the LLC Interest of the Seller which is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; D. any attempted assignment or hypothecation by the Seller of any of its rights with respect to its LLC Interest or this Agreement except as permitted by Section 14(a); or the assets of its business. E. Seller shall commence to dissolve or wind-up and liquidate

Purchase Events. The following shall constitute a “Purchase Event”: (i) Any Person acquires more than ten percent (10%) of the outstanding Units of Golden Growers; or (ii) The articles of incorporation and/or bylaws of Golden Growers are amended to alter member voting from one member/one vote to a system that permits a member to have more than one vote.

Purchase Events. The Sellers acknowledge that the Purchaser have assigned all of their right, title and interest in, to and under this Agreement, including the Purchaser's right to cause the Sellers to purchase the Mortgage Loans from the Purchaser under certain circumstances, to the Trust pursuant to Section 2.01 of the Pooling and Servicing Agreement and has assigned to the Trustee its right, title and interest in this Agreement; provided, however, the neither the Trustee nor the Trust assumes the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Trustee shall be obligated or permitted to fund any such future advances. The Sellers hereby covenant and agree with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificateholders and the Credit Enhancer that the occurrence of a breach of any of the Sellers' representations and warranties contained in Section 3.02 hereof shall constitute events obligating the Seller, to the extent specified in Section 2.04 of the Pooling and Servicing Agreement, and without further notice from the Purchaser hereunder, to purchase an Mortgage Loan from the Trustee. It is understood and agreed that the obligation of any Seller to purchase any Mortgage Loan as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against such Seller for such breach available to the Trustee, the Certificateholders or the Credit Enhancer.

Purchase Events. The Transferor acknowledges that the Transferee has assigned all of their right, title and interest in, to and under this Agreement, including the Transferee's right to cause the Transferor to purchase the Mortgage Loans from the Transferee under certain circumstances, to the Trust pursuant to Section 2.01 of the Pooling and Servicing Agreement, and the Transferee has granted to the Trustee a security interest in and Lien on the Mortgage Loans and the Transferee's right, title and interest in this Agreement. The Transferor hereby covenants and agrees with the Transferee for the benefit of the Transferee, the Trustee, the Certificateholders and the Certificate Insurer, the NIMS Insurer, that the occurrence of a breach of any of the Transferor's representations and warranties contained in Section 3.02 hereof shall constitute events obligating the Transferor, to the extent specified in Section 3.03 of the Pooling and Servicing Agreement, and without further notice from the Transferee hereunder, to purchase applicable Mortgage Loans from the Trustee (a "Purchase Event"). It is understood and agreed that the obligation of the Transferor to purchase any Mortgage Loan as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Transferor for such breach available to the Trustee, the Certificateholders, the Certificate Insurer or the NIMS Insurer.

Purchase Events. The Sponsor hereby covenants and agrees with the Company for the benefit of the Company, the Owner Trustee, the Trustee, the Noteholders and the Certificateholders, that the occurrence of a breach of any representations and warranties contained in Section 3.2(b) or 3.2(c) hereof (without regard to any limitations regarding knowledge) shall constitute events obligating the Sponsor to purchase the affected Receivables hereunder ("Purchase Events"), at the Purchase Amount from the Trust. The provisions of this Section 6.2 are intended to grant the Trustee a direct right against the Sponsor to demand performance hereunder, and in connection therewith the Sponsor waives any requirement of prior demand against the Company and waives any defaults it would have against the Company with respect to such repurchase obligation. Any such purchase shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. The sole remedy of the Noteholders, the Certificateholders, the Trust, the Owner Trustee, the Trustee or the Company against the Sponsor, with respect to any Purchase Event shall be to enforce the Sponsor's obligation to purchase such Receivables pursuant to this Agreement; PROVIDED, HOWEVER, that the Sponsor shall indemnify the Owner Trustee, the Trustee, the Trust, the Noteholders and the Certificateholders against all reasonable costs, reasonable expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them, as a result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount, the Company shall cause the Trust to release the related Receivables File to the Sponsor and to execute and deliver all instruments of transfer or assignment, without recourse, as are necessary to vest in the Sponsor title to the Receivable.

Purchase Events. In the event that any of the following (each a “Purchase Event”) shall have occurred to or in respect of a Member (the “Seller”), the other Members that are not the Seller or Affiliates of the Seller (as they may agree among themselves or in proportion to their Percentage Interests if there is no agreement among such Members) (the “Buyer”) shall have the continuing right for the period of time set forth in Section 7.2, but not the obligation (the “Purchase Option”), to purchase the entire Company interest of the Seller including all debts and obligations of the Company owing to the Seller (the “Purchase Interest”) in an amount due and payable as determined below. Unless and until this Section 7.1 has been modified to provide that the actions of an Affiliate of the Managing Member can form the basis for a Purchase Event as enumerated herein, the Managing Member hereby agrees not to cause or permit the Company or the Managing Member to enter into any agreement in any way pertaining to the purpose of the Company with an Affiliate of the Managing Member or MAAC; provided that this limitation shall not prevent the Company from entering into the Property Management Agreements with the Managing Member.

Purchase Events. (a) If any Purchase Event shall occur and be continuing, FEP may, without prejudice to any other rights and remedies which FEP may have under or in connection with this Agreement or any other Program Document or under applicable law, waive the Purchase Event. (b) FEP may by written notice to the Manager require that the Manager or the Funds use their respective commercially reasonable efforts to cure the Purchase Event within 15 Business Days after receipt of such notice, and, if the Manager or the Funds do not so cure such Purchase Event within such cure period, FEP may elect any one of the following courses of action: (i) waive the breach; (ii) sue the Manager or txx Funds for damages; or (iii) grant the Manager or a Person acceptable to the Manager and FEP, acting reasonably, the option to purchase FEP's right to Fees for an amount equal to 110% of the FEP Balance Sheet Carrying Value as of the expiration of the cure period set forth above. (c) Upon receipt of any payment under section 8.2(b) (iii), FEP shall execute and deliver to the replacement party(s) such instruments relating to the Fees as the replacement party(s) or its counsel may reasonably request to convey to the replacement party(s), without representation or warranty of any kind (other than a warranty that FEP is conveying such interest in the Fees as was conveyed to it by the Manager free and clear of any Liens), such interest, if any, as FEP shall then have in the Fees, except that FEP shall not be obligated to execute and deliver any instrument if it would, as a result, incur any material obligation or liability not contemplated by this Agreement. Upon receipt of such payment, FEP shall not be entitled to indemnification under section 9.1 other than with respect to Liabilities alleged by a Person other than the Funds and the Manager. (d) If the Manager elects not to purchase the Fees and FEP pursues such remedies as it may have related to the circumstances that gave rise to such Purchase Event, the parties hereto acknowledge that, due to the difficulty that FEP may have proving the amount of monetary damage that it will have suffered or may in the future suffer as a result of such circumstances, an equitable remedy for such injury may be appropriate.