Replacement of Purchaser Sample Clauses

Replacement of Purchaser. Within forty-five (45) days after: (i) receipt by the Issuer of written notice and demand from any Purchaser (an “Affected Purchaser”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Purchaser (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Note Document in which Required Purchasers have already consented to such amendment, waiver or modification but the consent of each Purchaser (or each Purchaser directly affected thereby, as applicable) is required with respect thereto, the Issuer may, at its option, notify such Affected Purchaser (or such non-consenting Purchaser) of the Issuer’s intention to obtain, at the Issuer’s expense, a replacement Purchaser (“Replacement Purchaser”) for such Affected Purchaser (or such non-consenting Purchaser), which Replacement Purchaser shall be reasonably satisfactory to the Required Purchasers. In the event the Issuer obtains a Replacement Purchaser within forty-five (45) days following notice of its intention to do so, the Affected Purchaser (or such non-consenting Purchaser) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Purchaser, at par, provided that the Issuer has reimbursed such Affected Purchaser for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Purchaser does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Purchaser of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Purchaser of an Assignment evidencing an assignment pursuant to this Section 9.22, the Issuer shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Purchaser, and any such Assignment so executed by the Issuer and the Replacement Purchaser, shall be effective for purposes of this Section 9.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Purchaser shall no longer constitute a “Purchaser” for purposes hereof; provided that any rights of such replaced Purchaser to indemnification hereunder shall survive.
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Replacement of Purchaser. If (i) Seller becomes obligated to pay additional amounts to any Purchaser pursuant to Section 8.3, or any Purchaser gives notice of the occurrence of any circumstances described in Section 1.7, or (ii) any Purchaser does not consent to any matter requiring its consent under Section 12.1 when the Required Purchasers have otherwise consented to such matter, then Seller may within 90 days thereafter designate another bank or financial institution meeting the requirements of an Eligible Assignee (or otherwise reasonably acceptable to the Administrative Agent) (such other institution being called a “Replacement Purchaser”) to purchase the Receivable Interests of such Purchaser and such Purchaser’s rights hereunder, without recourse to or warranty by, or expense to, such Purchaser, for a purchase price equal to the outstanding Capital and Yield payable to such Purchaser plus any accrued but unpaid fees owed to such Purchaser and any other amounts payable to such Purchaser under this Agreement, and to assume all the obligations of such Purchaser hereunder, all in compliance with Section 10.1. Upon such purchase and assumption (pursuant to an Assignment Agreement), such Purchaser shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Purchaser prior to the date of such purchase and assumption) and shall be relieved from all obligations to Seller hereunder, and the Replacement Purchaser shall succeed to the rights and obligations of such Purchaser hereunder.
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Replacement of Purchaser. If any Purchaser becomes a Defaulting Purchaser or a Non-Consenting Purchaser, then the Issuer may, at its sole expense and effort, upon notice to such Defaulting Purchaser or Non-Consenting Purchaser, as applicable, and its applicable Funding Agent and all of the other current Funding Agents, require such Purchaser to assign and delegate, without recourse, all of its interests, rights and obligations under its Notes; provided, that the Issuer has received prior written consent of all Funding Agents who do not have a Defaulting Purchaser or Non-Consenting Purchaser in its Purchaser Group and the Defaulting Purchaser or Non-Consenting Purchaser, as applicable, shall have received payment of its Outstanding Note Balance together with accrued interest thereon and any Fees owed thereto.
Sample 1
Replacement of Purchaser. If any Purchaser requests compensation under Section 5.01, or if the Seller is required to pay any Indemnified Taxes or additional amounts to any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 5.03 and, in each case, such Purchaser has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Purchaser is a Defaulting Purchaser or a Non-Consenting Purchaser, then the Seller may, at its sole expense and effort, upon notice to such Purchaser and the Administrative Agent, require such Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.01), all of its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement and the related Transaction Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Purchaser, if a Purchaser accepts such assignment); provided that:
Sample 1
Replacement of Purchaser. (a) If (i) any Purchaser, CP Purchaser or a member of its Related Group requests compensation under Section 205 or Section 206 of the Supplement, or if the Borrower is required to pay to any Purchaser or a member of its Related Group or any Governmental Authority for the account of any Lender pursuant to Section 6.2 of this Agreement, or (ii) any Purchaser, CP Purchaser or a member of its Related Group does not consent (or fails to timely respond) to a proposed amendment, modification or waiver to any provision of this Agreement or any other Series 2011-1 Transaction Document requested by the Issuer or any extension of the Scheduled Expiration Date in accordance with Section 2.5 of this Agreement, then the Issuer may, at its sole expense and effort, upon notice to such Purchaser, CP Purchaser or a member of its Related Group and Administrative Agent, require such Purchaser, CP Purchaser or a member of its Related Group to assign and delegate, without recourse pursuant to an Assignment and Acceptance, all of its interests, rights and obligations under this Agreement, its Notes and the related Series 2011-1 Transaction Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Purchaser, CP Purchaser or a member of its Related Group), provided that:
Sample 1
Replacement of Purchaser. The parties hereto agree that the Purchaser's Nominee hereby joins the Agreement replacing the Purchaser by the assumption of any and all rights and obligations of the Purchaser under the Agreement and the Notarial Deed. It is acknowledged by the parties hereto, however, that nothing in this Part I shall affect or limit the liability of the Purchaser's Guarantor under the Agreement.
Sample 1

Related to Replacement of Purchaser

  • SUBSTITUTION OF PURCHASER Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

  • Organization of Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

  • Rights of Purchaser The Capital Securities shall be offered and sold by the Trust directly to the Purchaser without registration of any of the Capital Securities, the Debentures or the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Offerors agree that this Agreement shall be incorporated by reference into the Subscription Agreement and the Purchaser shall be entitled to each of the benefits of the Placement Agents and the Purchaser under this Agreement and shall be entitled to enforce obligations of the Offerors under this Agreement as fully as if the Purchaser were a party to this Agreement. The Offerors and the Placement Agents have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations.

  • Representation of Purchasers You will act for the several Purchasers in connection with this purchase, and any action under this Agreement taken by you will be binding upon all the Purchasers.

  • Status of Purchaser The Purchaser is a corporation duly incorporated, validly existing and in good standing and has the power and capacity to enter into this Agreement and carry out its terms; and

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

  • Status of Purchasers Such Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer.

  • Execution of Purchase Agreement The successful bidder has earned the right to make an offer to the Seller; no sale has been completed. The bidder will be required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required Xxxxxxx Money within 24 hours to the Seller in a check payable to Ness Bros. Buyer's offer expires 11:59 P.M. (local time) seven days after the online auction date, unless Seller timely accepts it; the Xxxxxxx Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of closing the tax xxxx for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax xxxx available to the closing agent. The succeeding year’s tax xxxx, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax xxxx available to the closing agent. --- GUARANTY: Any individual submitting a bid or signing the Purchase Agreement on behalf of any entity agrees to be individually bound by all these terms and conditions and individually responsible for payment of the Xxxxxxx Money and the balance due.

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

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