Sale and Delivery of the Note Sample Clauses

Sale and Delivery of the Note. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Issuer agrees to deliver to the Administrative Agent, on or before the Initial Purchase Date, the Note, which Note shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of the Administrative Agent or its nominee.

Sale and Delivery of the Note. (a) On the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the other Transaction Documents, the Issuer agrees to deliver on the Closing Date, to Fortis, a Note with a maximum aggregate principal amount of up to Seven Hundred Seventy-Five Million Dollars ($875,000,000). The Note shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of Fortis or its nominee. Subject to Section 202 of the Supplement, in connection with any transfer of a Note to a Purchaser, the Issuer agrees to deliver a Note in the name of such Purchaser or its nominee on behalf of such Purchaser and its Related Group and, in connection with any partial transfer of a Note (including the related Series 2005-1 Note Existing Commitment), such Note shall reflect the maximum aggregate principal amount determined pursuant to the related Assignment and Acceptance. The actual outstanding principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof, the Supplement and the Indenture.

Sale and Delivery of the Note. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Transferor agrees to deliver to the Purchaser, on the Closing Date, the Note, which Note shall be duly executed by the Transferor, duly authenticated by the Trustee and registered in the name of the Deal Agent, as agent for the Purchasers. The Note will be delivered to the Deal Agent, as custodian for VFCC against payment of the purchase price therefor to the Transferor in same day funds, by wire transfer to the account specified to the Deal Agent by the Transferor in writing for the purpose of.

Sale and Delivery of the Note. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Issuer agrees to deliver, on the Closing Date, to the VFCC Deal Agent, as agent on behalf of VFCC and its related Liquidity Providers, a Note with a maximum aggregate principal amount of up to Twenty-Five Million Dollars ($25,000,000) and to the Aspen Deal Agent, as agent on behalf of Aspen and its related Liquidity Providers, a Note with a maximum principal amount of up to Twenty-Five Million Dollars ($25,000,000). Each of such Notes shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and registered in the name of the VFCC Deal Agent or its nominee, on behalf of VFCC, or the Aspen Deal Agent or its nominee, on behalf of Aspen, as the case may be. The unpaid principal balance of the Notes will be increased and decreased from time to time in accordance with the terms hereof and of the Supplement. On the Closing Date, each of the Aspen Deal Agent and the VFCC Deal Agent shall take delivery of the applicable Note and maintain custody thereof on behalf of Aspen and VFCC, respectively. The failure of any Related Group to make an Advance shall not impose an obligation on any non-defaulting Related Group to make an Advance of such shortfall. In connection with any transfer of a Note (including the related Series 2006-2 Note Existing Commitment) made in accordance with the Series 2006-2 Supplement and the Indenture, the Issuer agrees, against surrender of the original Note, to deliver a Note in the name of such transferee or its nominee on behalf of such transferee and its Related Group in the maximum aggregate principal amount specified in the related Assignment and Acceptance and, if such principal amount is less than 100% of the amount of the original Note, to deliver a replacement Note in the name of the transferor on behalf of it and its Related Group in the amount not transferred. Any such assignment of a Series 2006-2 Note and all or a portion of the Series 2006-2 Note Existing Commitment of a Series 2006-2 Noteholder may be effected by the execution and delivery to the Issuer, Series Enhancer and the Indenture Trustee of an Assignment and Acceptance and a Related Group Addition Notice.

Related to Sale and Delivery of the Note

Purchase, Sale and Delivery of the Notes On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of 99.860000% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of 99.814316% of the principal amount thereof, the respective principal amount of the Class A-2a Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of 99.820000% of the principal amount thereof, the respective principal amount of the Class A-2b Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.778113% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, 400 Xxxxxx Xxxxxx, San Francisco, California 94105 on April 29, 2008 (the "Closing Date"). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of "Cede & Co.," the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.
Sale and Delivery of the Shares On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent, or directly to the Manager acting as principal, as follows:
Purchase, Sale and Delivery of the Shares (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof.
Purchase, Sale and Delivery of the Units (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.
Purchase, Sale and Delivery of Notes (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to the product of “Price %” as specified on Schedule II hereto and the principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I. Delivery of and payment for the Notes shall be made at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at or about 11:00 a.m. (New York time) on January 25, 2022 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representatives and the Trust, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Trust. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus.
PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.
Purchase Sale and Delivery of the Securities The purchase and sale of the Purchaser Junior Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.
Issuance, Sale and Delivery of the Shares The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.
Purchase and Delivery Payment for the Firm Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.
Sale and Delivery Shareholders agree to sell and deliver to Acquirer, and Acquirer agrees to purchase and accept from Shareholders, free and clear of all Liens, on the terms and subject to the conditions set forth in this Agreement, and for the purchase price described in Section 1.2, good and marketable title to the Shares. The Shares to be sold and purchased pursuant to this Agreement will, as of the Closing Date, constitute in the aggregate all of the outstanding capital stock of the Company.

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