Rights of IREC and the Transferee Post Closing Sample Clauses

Rights of IREC and the Transferee Post Closing. After the Closing, IREC and the Transferee, as applicable, shall be entitled to exercise all right and authority to operate, manage, conduct and control the affairs of the Property Owner and the Property. Without limiting the generality of the foregoing, IREC and the Transferee shall be free to sell, develop, lease, borrow, mortgage, finance and refinance the Property, seek and accept new guarantors of the Mortgage Loans and other indebtedness of the Property Owner, settle, permit foreclosure of, grant deeds in lieu of foreclosure or similar dispositions of the Property, make an assignment for benefit of creditors, file or have filed against the Property Owner a petition in bankruptcy or for reorganization or other insolvency related proceeding under any bankruptcy or insolvency law providing for such relief with respect to the Property Owner or the Property, and, in all events, to take or refrain from taking any of the foregoing actions, and any and all other actions with respect to the Property Owner or the Property in any manner IREC and the Transferee determine appropriate. Simultaneously with and after the Closing, IREC or the Transferee may admit new members of the Property Owner, accept new capital contributions, refinance, replace, modify and restructure the Mortgage Loans, and make reimbursement at its sole cost and expense to guarantors of the Mortgage Loans as IREC or the Transferee determines appropriate. From and after the Closing Date IREC, the Transferee, any Replacement Guarantor, and the Property Owner do not have and shall not be deemed to have any fiduciary or other duty or obligation to NYSTRS or the Transferor relating in any way to the Property Owner, the Property or the Mortgage Loans, including, without limitation the exercise by IREC, the Transferee, a Replacement Guarantor or the Property Owner of their rights under this Agreement or the Mortgage Loans.
Sample 1
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Related to Rights of IREC and the Transferee Post Closing

  • Representations and Warranties of the Transferor and the Transferee (a) The Transferor hereby represents and warrants to the Transferee as of the date of this Agreement and the Closing Date that:

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement and the Closing Date that:

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