Replacement of Purchasers Sample Clauses

Replacement of Purchasers. If (a) the Seller receives a claim for compensation under Section 1.7 or Section 1.10 of this Agreement from any Purchaser (or its Liquidity Provider or Program Support Provider), (b) any Purchaser is a Defaulting Purchaser, or (c) any Purchaser does not consent to a request to extend the Scheduled Termination Date, then the Seller may, at its sole expense and effort, upon notice to such Purchaser, its related Purchaser Agent and the Administrator, require such Purchaser, its related Purchaser Agent and any other Purchaser in such Purchaser’s Purchaser Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 5.3(c) or (j), as applicable, of this Agreement), all of their respective interests, rights (other than their existing rights to payment under Sections 1.7 and 1.10 of this Agreement) and obligations under this Agreement and the other Transaction Documents, to an assignee that shall assume such obligations (which assignee may be a member of an existing Purchaser Group, if such Person accepts such assignment); provided, however, that the Seller shall be permitted to require the assignment by (i) the Purchaser Group of which the Administrator is a member, or (ii) any Purchaser which is administered by the Administrator or an Affiliate thereof only if, in either case, the Administrator is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrator; provided, further, that (i) the assignee financial institution shall purchase, at par, all Capital, Discount and other amounts owing to such assigning Purchaser and Purchaser Agent (other than any amounts owing under Sections 1.7 and 1.10 of this Agreement for which payment is then sought) on or prior to the date of assignment, (ii) if the replacement financial institution is not already a member of an existing Purchaser Group, the Seller shall have received the written consent of the Administrator and the LC Bank (which consents shall not be unreasonably withheld or delayed) to such assignment, (iii) until such time as such assignment shall be consummated, the Seller shall pay all additional amounts required under Sections 1.7 and 1.10, subject to the terms of this Agreement, (iv) such assignment shall not conflict with Applicable Law, (v) any such assignment shall not be deemed to be a waiver of any right that the Seller, the Administrator, any Purchaser Agent or any other Purchase...
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Replacement of Purchasers. If any Purchaser requests compensation under Section 3.02, or if the Issuer is required to pay any Taxes or additional amounts to any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 3.01 and, in each case, such Purchaser has declined or is unable to designate a different Purchasing Office in accordance with Section 3.03(a), the Issuer may replace such Purchaser in accordance with Section 11.13.
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Replacement of Purchasers. The Servicer shall be permitted to replace any Purchaser that (a) requests reimbursement for amounts owing pursuant to Section 2.7 or Section 2.8 or (b) defaults in its obligation to make purchases hereunder (without prejudice to the rights of the affected Originator against such Purchaser), with a replacement financial institution; provided that the replacement financial institution, if not already a Purchaser, shall be reasonably satisfactory to the Administrative Agent, and the replaced Purchaser shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Servicer shall be obligated to pay the registration and processing fee referred to therein). Until such time as such replacement shall be consummated, the Originators shall pay all additional amounts (if any) required pursuant to Section 2.7, 2.8 or 2.9(a), as the case may be, and any such replacement shall not be deemed to be a waiver of any rights that the Servicer, the Originators, the Administrative Agent or any other Purchaser shall have against the replaced Purchaser.
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Replacement of Purchasers. (i) If any Managing Agent, Purchaser or Funding Source requests compensation under Section 10.2 or (ii) if any Financial Institution is a Defaulting Purchaser, then the Seller may, at its sole expense and effort, upon notice to such Managing Agent, the related Purchaser and the Agent, require the related Managing Agent and all (but not less than all) of the Purchasers in its related Purchaser Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Article XII), all its interests, rights and obligations under the Transaction Documents to one or more assignees that shall assume such obligations (which assignee may be another Purchaser or a Managing Agent); provided that (i) the Seller shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Managing Agent and such Purchasers shall have received payment of an amount equal to the outstanding Capital, accrued CP Costs, accrued Yield, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such Capital and accrued interest and fees) or the Seller (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 10.2, such assignment will result in a reduction in such compensation or payments. No party shall be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Managing Agent, Purchaser or Funding Source or otherwise, as applicable, the circumstances entitling the Seller to require such assignment and delegation cease to apply.
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Replacement of Purchasers. If the Issuer is entitled to replace a Purchaser pursuant to the provisions of Section 3.03 or if any Purchaser is a Defaulting Purchaser or a Non-Consenting Purchaser, then the Issuer may, at its sole expense and effort, upon written 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 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.02) and obligations under this Agreement and the related Note Documents to an assignee that shall assume such obligations (which assignee may be another Purchaser, if a Purchaser accepts such assignment); provided, that:
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Replacement of Purchasers. The provisions relating to the replacement of Affected Lenders (including, but not limited to, Lenders that fail to comply with the directions of the Required Lenders under any of the Transaction Documents or in connection with the transactions contemplated therein, including in connection with a Credit Bid) set forth in Section 2.20 of the DIP Term Credit Agreement shall apply mutatis mutandis to the treatment of Defaulting Purchasers hereunder such that, inter alia, such Defaulting Purchasers’ DIP Term Notes (or the obligations represented thereby) may be purchased by a Replacement Lender in accordance with the terms of such Section 2.20, and the Defaulting Purchasers shall be subject to the full terms thereof, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.
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Replacement of Purchasers. 31 Section 8.09. Confidentiality...............................................32 Section 8.10. Reimbursement of Program Agent................................32 Section 8.11.
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Replacement of Purchasers. So long as any securitization company administered by any Managing Agent or any of its Affiliates is a Purchaser, such Managing
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Related to Replacement of Purchasers

  • 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.

  • 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.

  • Independent Nature of Purchasers The Company acknowledges that the obligations of each Purchaser under the Transaction Documents are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under the Transaction Documents. The Company acknowledges that the decision of each Purchaser to purchase securities pursuant to this Agreement has been made by such Purchaser independently of any other purchase and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or of its Subsidiaries which may have made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser or any of its agents or employees shall have any liability to any Purchaser (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing contained herein, or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. The Company acknowledges that each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Purchasers and such counsel does not represent all of the Purchasers but only such Purchaser and the other Purchasers have retained their own individual counsel with respect to the transactions contemplated hereby. The Company acknowledges that it has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Purchasers.

  • Lists of Purchasers Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 8.12, a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are not operated by a Loan Party, a list of the operators of such properties).

  • Indemnification of Purchasers Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

  • THE PURCHASER AND PAYMENT OF PURCHASE PRICE 8.1 Immediately after the fall of the hammer and upon being declared the successful purchaser of the Property, the Purchaser shall execute the memorandum attached hereto (`the Memorandum’). 8.2 The signed Memorandum together with these conditions of sale and the Proclamation of Sale shall in their entirety form the contract for the sale and purchase of the Property (`the Contract of Sale’). 8.3 The last bid which is the highest bid accepted by the Auctioneer and upon which the Property is sold to the Purchaser shall be the purchase price for the Property (`the Purchase Price’). 8.4 Upon successful bid of the property by the bidder, the Bidding Deposit deposited by the bidder pursuant to clause 3.1 shall be paid to the Bank immediately upon execution of the Contract of Sale (“ the Purchase Deposit) 8.5 In the event that the Purchase Price is higher than the Reserve Price, the Purchaser shall immediately deposit with the Auctioneer as stakeholder a sum equivalent to the difference between Purchase Deposit and the Bidding Deposit (`the Purchase Deposit Shortfall’) either in cash or by way of a valid bank draft or cashier’s order drawn in favour of the Bank which together will form the Purchase Deposit. 8.6 The Auctioneer shall upon receipt of the Purchase Deposit release the said sum, bank draft and/or cashier’s order to the Bank. 8.7 In the event that the Purchaser shall fail to deposit the Purchase Deposit Shortfall or shall fail to execute the Memorandum for any reason whatsoever or in the event of the bank draft and/or cashier’s order for the Bidding Deposit and/or the Purchase Deposit Shortfall is dishonored for any reason whatsoever when presented by the Bank for payment, the Purchaser shall be deemed to have committed a breach of the terms of the Auction Sale and the consequences set out in paragraph 8.8 hereto shall ensue. 8.8 In the event that the Purchaser shall commit a breach, the Bidding Deposit shall be forfeited absolutely to the Bank and the Bank may in its absolute discretion upon such terms and conditions and at such time or times the Bank deems fit put the Property up for resale. The Bank shall be further entitled to recover from the Purchaser all costs and expenses of, in connection with and resulting from such resale. The Purchaser shall be further liable to the Bank for any shortfall in the sale price obtained at the resale and the Purchase Price (`the Resale Shortfall’). A certificate duly signed by an authorized officer of the Bank as to amount of the Resale Shortfall and the costs and expenses of, in connection with resulting from such resale shall be accepted by the Purchaser as binding correct and conclusive for all purposes including for legal proceedings. The certified amount shall be paid by the Purchaser to the Bank not later than seven (7) days from the date of the demand made by the Bank. 8.9 Notwithstanding anything herein contained, the amount representing the difference between the Purchase Price and the Purchase Deposit (“Balance Purchase Price”) shall be paid by the Purchaser directly to the Bank without any set-off not later than NINETY (90) DAYS from the date of the Contract of Sale (`the Due Date’). 8.10 The Balance Purchase Price shall be paid to the Bank by way of bank draft or cashier’s order drawn in favour of the Bank or E-Payment or any mode of payment which acceptable by the Bank. 8.11 Upon the written request by the Purchaser before the expiry date, the Bank in its absolute discretion may but shall be under no obligation to extend the Due Date for such period or periods the Bank deems fit (`the Extended Due Date’). 8.12 The Purchaser shall have prior to twenty one (21) days of the Due Date, the Purchaser shall issue a written request to the Assignee/Bank applying for an extension of time and the Bank may in it’s absolute discretion (i) agree to grant the extension of time unconditionally, or (ii) refuse the request, in which case the 10% of the successful bid shall be forfeited, or (iii) agree to grant an extension of time subject to conditions (including but not limited to imposition of late payment interest/charges/compensation at such rate/amount as the Bank shall determine) without assigning any reasons whatsoever and such decision shall be binding on the Purchaser. The interest on late payment if imposed by the Bank may be in the form of advance payment of interest for the extension period or otherwise is final and not refundable. 8.13 In the event that the Purchaser for any reason whatsoever (save and except where it is due to the default of the Bank) fails to pay the Balance Purchase Price by the Due Date or the Extended Due Date, as the case may be, the Purchaser shall be deemed to be in breach of the Contract of Sale, and all monies paid to the Bank upon the execution of the Contract of Sale including the Purchase Deposit shall be forfeited absolutely by the Bank and the consequences as set out in paragraph 8.8 shall ensue.

  • Agreement of Purchase and Sale In accordance with the terms and conditions of this agreement, Seller agrees to sell the Ownership Interests in the Asset to Purchaser, and Purchaser agrees to purchase the Ownership Interests in the Asset from Seller.

  • 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.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Term of Purchased Subscriptions The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any renewal term will increase by up to 7% above the applicable pricing in the prior term, unless Xxxxxx provides Customer notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Xxxxxx’x applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in repricing at renewal without regard to the prior term’s per-unit pricing.

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