Sale and Auction Agreement Sample Clauses

Sale and Auction Agreement the Sale and Auction Agreement dated as of the date hereof among the Trust, the Sponsor and the Transferor relating to, among other things, the acquisition of the Asset LLC Member Interest by the Trust from the Transferor. Securities Act - the Securities Act of 1933. Series - Series Danno B of the Trust created pursuant to a Series Supplement (as defined in the Trust Agreement) dated the date hereof and executed by the Sponsor and the Agent (as defined in the Facility Agreement). Series Certificate - the Series Certificate (as defined in the Trust Agreement) for the Series issued by the Trust on the date hereof. Series Certificate Holder - any holder of a Series Certificate.
Sample 1
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Sale and Auction Agreement the Sale and Auction Agreement dated the date hereof among the Trust, EES, and Blackbird 2 relating to, among other things, the acquisition, disposition and financing of the Class B Member Interest by the Trust. Securities Act ‑ the Securities Act of 1933. Sharing Ratio ‑ subject in each case to adjustments in accordance with this Agreement or in connection with Dispositions of Membership Interests, (a) from the Effective Date to the Closing Time, the percentage specified for a Member as its initial Sharing Ratio on Exhibit A, and (b) from and after the Closing Time, the percentage specified for a Member as its Sharing Ratio on Exhibit B; provided, however, that the total of all Sharing Ratios shall always equal 100%. Term ‑ Section 2.06. Trust - introductory paragraph. Trust Agreement - the Trust Agreement creating the Trust dated as of the date hereof. Winning Bidder ‑ Section 3.03(b). Other terms defined herein have the meanings so given them. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) references to an Exhibit refer to the Exhibit attached to this Agreement, which is made a part hereof for all purposes; (d) references to Laws refer to such Laws as they may be amended from time to time, and references to particular provisions of a Law include any corresponding provisions of any succeeding Law; (e) references to agreements and contracts shall include any amendments and supplements executed from time to time; and (f) references to money refer to legal currency of the United States of America. The Company was formed as a Delaware limited liability company by the filing of the Delaware Certificate, as of the Formation Date. The parties hereto hereby continue the Company, pursuant to the terms and conditions of this Agreement. The Agreement amends and restates in its entirety and supersedes the Original Agreement which shall have no further force or effect. The name of the Company shall continue to be “Blackbird 1, L.L.C.” and all Company business must be conducted in that name or such other names that comply with Law as the Managing Member may select. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Delaware Certificate or such other office (...
Sample 1
Sale and Auction Agreement the Sale and Auction Agreement dated as of the date hereof among the Trust, EES and the Company relating to, among other things, the acquisition of the Blackbird 1 Member Interest by the Trust and under which (i) the Company will transfer on the Closing Date the Blackbird 1 Member Interest to the Trust for an aggregate purchase price of $___________ and (ii) EES and the Company will enter into certain covenants and agreements with respect to the Blackbird 1 Member Interest. Securities Act - the Securities Act of 1933. Term - Section 2.06.
Sample 1
Sale and Auction Agreement the Sale and Auction Agreement dated as of the date hereof among the Trust, the Sponsor and the Company Transferor relating to, among other things, the acquisition of the Asset LLC Member Interest by the Trust and under which (i) the Company will transfer on the Closing Date the Asset LLC Member Interest to the Trust for an aggregate purchase price of $_____________ and (ii) the Sponsor and the Company will enter into certain covenants and agreements with respect to the Asset LLC Member Interest. from the Transferor. Securities Act ‑ the Securities Act of 1933. Series ‑ Series Danno A B of the Trust created pursuant to a Series Supplement (as defined in the Trust Agreement) dated the date hereof and executed by the Sponsor and the Agent (as defined in the Facility Agreement). Series Certificate ‑ the Series Certificate (as defined in the Trust Agreement) for the Series issued by the Trust on the date hereof. Series Certificate Holder ‑ any holder of a Series Certificate.
Sample 1
Sale and Auction Agreement the Sale and Auction Agreement dated the date hereof among the Trust, the Sponsor, and the Transferor relating to, among other things, the acquisition, disposition and financing of the Class B Member Interest by the Trust. Securities Act ‑ the Securities Act of 1933. Sharing Ratio ‑ subject in each case to adjustments in accordance with this Agreement or in connection with Dispositions of Membership Interests, the percentage specified for a Member as its Sharing Ratio on Exhibit A; provided, however, that the total of all Sharing Ratios shall always equal 100%. Sponsor ‑ introductory paragraph. Subsequent Assets ‑ any Series Certificates of Beneficial Ownership in the Tahiti Series Trust other than the Initial Asset, evidencing a fractional undivided interest in a series of such trust other than Series Fiji Z, including but not limited to series of such trust that are created upon the reallocation of the assets of Series Fiji to such new series within the Tahiti Series Trust.
Sample 1

Related to Sale and Auction Agreement

  • Assumption Agreement The Buyer shall have executed and delivered to the Seller the Assumption Agreement.

  • Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions. (b) In respect of any sale or purchase of an asset, the Manager shall provide assistance which shall include, but not be limited to, arranging the financing in the case of a purchase and, if necessary, renegotiating existing financing, and in the case of a sale or purchase, arranging other contractual agreements required by the transaction and the general completion of the specific transaction. (c) The Manager shall assist the Board in reviewing the market for sale and purchase of assets and providing the Company with recommendations in this respect. Any contracts related to a sale or purchase of an asset shall always be subject to the final approval of the Board.

  • Co-Sale Agreement The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Sale and Servicing Agreement As a condition to the sale hereunder, World Omni agrees to make the representations and warranties to WOAR in respect of the Receivables and the pool of Receivables set forth in Sections 3.01(a) and (b) of the Sale and Servicing Agreement, and in that connection agrees to execute the Sale and Servicing Agreement. World Omni agrees that WOAR may rely on such representations and warranties in accepting the Receivables.

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest (but not obligations) in and to: (a) each Receivable of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the date (the “Cut-Off Date”) that is (i) with respect to each Originator party hereto on the Closing Date, 1 Business Day prior to the Closing Date, and (ii) with respect to any Originator that first becomes a party hereto after the Closing Date, 1 Business Day prior to the date on which such Originator becomes a party hereto or such other date as the Buyer and such Originator agree to in writing; (b) each Receivable generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables; (d) all monies due or to become due to such Originator with respect to any of the foregoing; (e) all books and records of such Originator to the extent related to any of the foregoing; and (f) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Account Debtors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or Related Security or are applied to such amounts owed by the Account Debtors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables or Related Security, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Account Debtors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). (g) all rights, remedies, powers, privileges, title and interest (but not obligations) with respect to the Receivables sold hereunder; and (h) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to all Interim Deposit Accounts, Designated Deposit Accounts, Controlled Accounts and Agent Deposit Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited (which Interim Deposit Accounts existing on the Closing Date shall be transferred to the Buyer under a separate agreement prior to the Initial Borrowing Date), and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC). All purchases hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement and each other Loan Document. No obligation or liability to any Account Debtor or any other Person on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The Buyer’s foregoing agreement to purchase Receivables and the proceeds and rights described in clauses (c) through (h) (collectively; the “Related Rights”), is herein called the “Purchase Facility.”

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

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