Purchased Interest Sample Clauses

Purchased Interest. “Purchased Interest” shall have the meaning ascribed to such term in Subsection 9.3(q). 2.74 RTLC-AC. “RTLC-AC” shall have the meaning ascribed to such term in the first Paragraph of this Agreement.

Purchased Interest. From (a) the date of this Agreement to the Control Date, Vendor will use its commercially reasonable efforts so as not to permit Viterra to assign, transfer or convey or Encumber the Purchased Interest and (b) the Control Date to the Closing Date, Vendor will not permit Viterra to assign, transfer or convey or Encumber the Purchased Interest; provided, however, Vendor is entitled to cause Viterra to assign, transfer or convey the Viterra Member Nitrogen Agreement to a direct or indirectly wholly-owned Canadian subsidiary of Viterra (a “Permitted Transferee”) if (and only if) the transfer of the Viterra Member Nitrogen Agreement to Purchaser from the Permitted Transferee under this Agreement is effected by way of an asset transaction. For all purposes under this Agreement (including, without limitation, each of the representations and warranties set forth in Sections 4.1 and 5.1), each reference to Viterra shall be deemed to include a reference to any such Permitted Transferee.

Purchased Interest. Seller holds of record and owns beneficially the number of Purchased Interests set forth next to its name in Schedule 4.5 of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any of the Purchased Interest or any Equity Interest of any Subsidiary. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the Purchased Interest or any Equity Interest of any Subsidiary.

Purchased Interest. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all recoveries of principal collected after the Cut-off Date, (2) all payments of interest on the Mortgage Loans net of the Interim Servicing Fee during the Interim Servicing Period and any subservicing fee payable pursuant to Section 12(b)(7) of this Agreement, and (3) all rights to service the Mortgage Loan (it being understood that the Purchaser may from time to time at its option retain the Interim Servicer to service the Mortgage Loan as set forth in this Agreement during the Interim Servicing Period as provided herein or as provided pursuant to Section 12(b)(7)). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal received on or before the related Cut-off Date.

Purchased Interest. Each Purchased Interest shall be initially computed as of the opening of business of the Collection Agent on the date of purchase of such Purchased Interest. Thereafter until the Termination Date, such Purchased Interest shall be

Purchased Interest. (a) Each Purchaser's ------------------ Undivided Fractional Interest shall represent a fractional undivided beneficial interest in the Purchased Interest, which shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Purchased Interest at the times and in the amounts specified herein, the portion of Collections allocable to Purchasers pursuant to this Agreement. The Transferor shall own the fractional undivided beneficial interest in the remainder of the Transferor Receivables not allocated pursuant to this Agreement to the Purchasers with respect to the Purchased Interest, including the right to receive Transferor Collections and other amounts at the times and in the amounts specified in this Agreement (the "Transferor Interest"), subject to the ------------------- Transferor's obligations hereunder to deposit funds in the Cash Collateral Account; provided, however, that the Transferor shall not have any interest in -------- ------- the funds in any Collection Account, the Agent's Account, the Concentration Account or the Cash Collateral Account except as specifically provided in this Agreement. (b) The Floating Allocation Percentage (which is the percentage that determines the Purchased Interest) and the Transferor Percentage (which is the percentage that determines the Transferor Interest) shall be recomputed by the Servicer as of the opening of business of the Servicer on the Closing Date based on the Monthly Report which is calculated as of October 31, 1994. Thereafter, until the commencement of the Amortization Period, the Floating Allocation Percentage and the Transferor Percentage, and through the recomputations thereof the Undivided Fractional Interests of the Purchasers and the Transferor Interest, shall be deemed to be automatically recomputed by the Servicer as of the close of business of the Servicer on each Business Day to reflect Purchases and repayments thereof. Each of the Undivided Fractional Interests, the Floating Allocation Percentage, the Transferor Interest and the Transferor Percentage (i) shall remain constant from the time as of which any such computation, recomputation or deemed recomputation is made until the time as of which the next such recomputation or deemed recomputations if any, shall be made and (ii) during the Amortization Period, or any Standstill Period, the Undivided Fractional Interests and the Floating Allocation Percentage shall remain as they were (or woul...

Purchased Interest. Seller hereby warrants and represents that : (a) Seller is not a party to any agreements that create rights or obligations in such Seller's Purchased Interest to any third party and (b) Seller is the lawful owner of Seller's Purchased Interest, free and clear from any encumbrances, security interest or liens of any kind and has full power and authority to sell and transfer Seller's Purchased Interest as contemplated herein . Litigation . There is no action, suit, or proceeding pending or, to the Knowledge of Seller after due inquiry, investigation pending or action, suit, proceeding, or investigation threatened against the Company or any Subsidiary or any of their assets in any court or before any governmental department, board, agency, or instrumentality or any arbitrator as to which there is a reasonable possibility of an adverse determination which would materially impair the Company's or any such Subsidiary's, as the case may be, ability to perform its obligations under the Operating Agreement or would have a Material Adverse Effect on the Company or such Subsidiary, as the case may be . Business of the Company . To the best of Seller's Knowledge, the Company has not engaged in any business or activity of any kind, other than the business and activities expressly contemplated and permitted by the Operating Agreement . Tax Matters . 3.2. 3.3. 3.4.

Purchased Interest. The Purchased Interest does not exceed 100% on the date hereof and has not exceeded 100% on any day during the Specified Period.

Purchased Interest. The Assignor is the record and beneficial owner and holder of the Purchased Interest, free and clear of all liens and encumbrances. Other than the Operating Agreement, there are no contracts, whether written or oral, relating to the issuance, sale, or transfer of the Purchased Interest.

Purchased Interest. The Seller is the lawful owner of the Purchased Interests free and clear of any and all liens, encumbrances and charges of any kind. The Purchased Interests constitute 5% of all of the membership interests in the Company. There are no rights, warrants, calls or commitment, preemptive or similar rights or options issued or outstanding with respect to any of the Purchased Interests except as set forth herein or in the Company’s governing documents to which Purchaser is a party.