SALE AND PURCHASE OF INITIAL PORTFOLIO Sample Clauses

SALE AND PURCHASE OF INITIAL PORTFOLIO. 2.1 Subject to Clause 2.2, in consideration of the Purchase Price (which shall be paid in accordance with Clause 3.3) and the covenant of the Mortgages Trustee to hold the Trust Property upon trust, with and subject to all the trusts, powers and provisions of the Mortgages Trust Deed, the Seller hereby agrees to sell to the Mortgages Trustee with full title guarantee (or, in relation to rights and assets situated in or governed by the law of Scotland, with absolute warrandice) the Initial Portfolio. 2.2 The obligation of the Seller under Clause 2.1 shall be subject to and conditional upon: (a) the issue by the First Issuer of the Notes on the Initial Closing Date and the borrowing by Funding of the related Term Advances under the First Intercompany Loan Agreement; (b) the constitution of the Mortgages Trust on or prior to the Initial Closing Date; and (c) the Transaction Documents having been executed and delivered by the parties thereto on or before the Initial Closing Date or, in the case of such of the Transaction Documents as are to be executed immediately after the Initial Closing Date pursuant to the provisions of this Clause 2, the same having been executed and being available for delivery and the parties knowing of no reason why the same should not be delivered immediately thereafter. 2.3 The sale of the Portfolio (including any sale pursuant to Clause 4) shall not include any obligation to pay any Delayed Cashback or Reward Cashback, which obligation shall at all times and notwithstanding the sale of the Portfolio remain an obligation of the Seller.
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SALE AND PURCHASE OF INITIAL PORTFOLIO. 2.1 Subject to CLAUSE 2.2, in consideration of the Purchase Price (which shall be paid in accordance with CLAUSE 3.3) and the covenant of the Mortgages Trustee to hold the Trust Property upon trust, with and subject to all the trusts, powers and provisions of the Mortgages Trust Deed, the Seller hereby agrees to sell to the Mortgages Trustee with full title guarantee, the Initial Portfolio on the Initial Closing Date. 2.2 The obligation of the Seller under CLAUSE 2.1 shall be subject to and conditional upon: (a) the issue by the First Issuer of the Issuer Notes on the Initial Closing Date and the borrowing by Funding 1 of the Term Advances under the First Issuer Intercompany Loan Agreement; (b) the constitution of the Mortgages Trust on or prior to the Initial Closing Date; and (c) the Transaction Documents in existence on the Initial Closing Date having been executed and delivered by the parties thereto on or before the Initial Closing Date. 2.3 The sale of the Portfolio shall not include any obligation to pay any Delayed Cashbacks, Home Cash Reserve Drawings or Flexible Loan Drawings (if any), which obligation shall at all times, and notwithstanding the sale of the Portfolio, remain an obligation of the Seller.
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SALE AND PURCHASE OF INITIAL PORTFOLIO. 2.1 Subject to the fulfilment of the conditions set out in Sections 2.2, 3.1 and 4.4 on or before the First Purchase Date, in consideration of the payment of the Purchase Price for the Initial Portfolio as set forth in this Section 2.1, the Seller hereby agrees to sell, transfer, assign and convey to the Guarantor all of its right, title, interest and benefit in and to the Loans, the Related Security and the other assets comprised in the Initial Portfolio on a fully-serviced basis on the First Purchase Date. The Purchase Price for the Initial Portfolio will be satisfied by payment by the Guarantor to the Seller in same day funds an amount equal to such Purchase Price by depositing such amount into the Seller’s Account or, if the Seller so elects in writing to the Guarantor on or before the First Purchase Date, the Guarantor shall credit the Seller’s Capital Account Ledger with an amount equal to all (or the portion of the Purchase Price for the Initial Portfolio not paid in cash) of such Purchase Price payable to the Seller. 2.2 The obligation of the Seller under Section 2.1 shall be subject to and conditional upon: (a) the borrowing by the Guarantor under the Intercompany Loan Agreement of the Purchase Price for the Initial Portfolio paid in cash, if the Seller has not elected to have the Purchase Price credited to the Seller’s Capital Account Ledger; and (b) the Transaction Documents having been executed and delivered by the parties thereto on or before the Program Date. 2.3 The sale of the Loans, their Related Security and the other assets comprised in the Initial Portfolio shall not include any obligation relating to payment of funds to a Borrower in respect of such Loans, which obligations shall at all times, and notwithstanding the sale of such Loans and their Related Security to the Guarantor, remain obligations of the Seller.
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SALE AND PURCHASE OF INITIAL PORTFOLIO. 2.1 Sale of Initial Portfolio Subject to the fulfilment of the conditions set out in Sections 2.2 (Conditions to Sale of Initial Portfolio) and Section 3.1 (Deliveries on First Transfer Date) on or before the First Transfer Date, in consideration of the payment of the Purchase Price for the Initial Portfolio as set forth in this Section 2.1, the Seller hereby agrees to sell, transfer, assign and convey to the Guarantor all of its right, title, interest and benefit in and to the Loans and their Related Security in the Initial Portfolio (excluding registered or recorded title to the Related Security which will continue to be held by the Seller subject to Article 6 (Actions Upon a Registered Title Event and Related Matters)) on a fully-serviced basis. The Purchase Price for the Initial Portfolio will be satisfied by payment to the Seller in same day funds an amount equal to the Purchase Price by depositing such amount into the Seller’s Account or, if the Seller so elects in writing to the Purchaser on or before the applicable Transfer Date, the Purchaser shall credit the Seller’s Capital Account Ledger with an amount equal to all (or the portion of the Purchase Price not paid in cash) of the Purchase Price.
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SALE AND PURCHASE OF INITIAL PORTFOLIO. 2.1 Subject to fulfilment of the conditions referred to in Clauses 3.1 and 4.4, if the Seller shall serve a properly completed New Portfolio Notice in duplicate on the Fund with a copy to the Representative, the Seller agrees that on the date for completion of the sale specified in such New Portfolio Notice, the Seller shall sell, with full title guarantee, to the Fund the Loans and their Related Security which, in the case of the Initial Portfolio occurred on the First Assignment Date. The Fund countersigned such New Portfolio Notice relating to the Initial Portfolio pursuant to Clause 4.2 and on or before the First Assignment Date the relevant Purchase Price provided to the Seller for the sale of the Loans and their Related Security comprised in the Initial Portfolio to the Fund was paid by a combination of; (a) Initial Cash Consideration (which was paid in accordance with Clause 3.3); and/or (b) the Seller being treated as having made an Equity Contribution in Kind in an amount equal to the difference between the aggregate Outstanding Principal Balance of the Loans in the Initial Portfolio as at the relevant Assignment Date and the Initial Cash Consideration (if any) paid pursuant to Clause 2.1(a).
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Related to SALE AND PURCHASE OF INITIAL PORTFOLIO

  • 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").

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens, all right, title and interest of the Sellers in and to all of its properties, assets, contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (as defined below) (collectively, the “Purchased Assets”), including without limitation the following: (a) all fixed assets, including, without limitation, all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property wherever located, including, without limitation, those set forth on Schedule 2.1(a); (b) all inventory, stock in trade, merchandise, goods, supplies and other products, raw materials, work in progress, finished products, supply and packaging items, promotional materials and similar items, wherever located, including, without limitation, those set forth on Schedule 2.1(b) (collectively, the “Inventory”); (c) all Permits, including, without limitation, those set forth on Schedule 5.17; 4306983-11 (d) all contracts set forth on Schedule 2.1(d) (the “Assumed Contracts”) and all customer deposits and prepayments associated with any Assumed Contracts (the “Customer Deposits”), including, without limitation, those Customer Deposits set forth on Schedule 2.1(d); (e) all rights under or pursuant to all representations, warranties, guarantees and indemnities made by any third party related to any Purchased Assets; (f) all real property, leaseholds and subleaseholds in real property, and easements, rights-of-way and other appurtenants thereto; (g) all insurance proceeds, condemnation proceeds or rights, transferable or assignable claims for insurance proceeds, and any other claims, deposits (including security deposits), prepayments, prepaid assets, prepaid expenses (to be allocated pro rata), prepaid revenues, refunds, causes of action, rights of recovery, rights of setoff and rights of recoupment (including any such item related to the payment of Taxes); (h) all of the goodwill and going concern value relating to the Business or any of the Purchased Assets; (i) all of the Seller IP; and (j) all other intangible and tangible assets, including, without limitation, all Books and Records, computer hardware, Software and electronic data, all supplier information, lists and correspondence, all customer information, reservation data, lists and correspondence, all licensee information, lists and correspondence, equipment logs, operating guides and manuals, all sales records, all research, statistical, production, marketing and promotional materials, records, files, reports and other documents and data, all business post office boxes and business telephone listings, all research results and other know-how, and all other materials, records, files and data, in whatever form contained.

  • Sale and Purchase of Assets At the Closing, the Seller will sell, transfer, assign, convey, set over and deliver to the Purchaser, and the Purchaser will purchase, acquire and accept from the Seller all right, title and interest of the Seller in and to all of the assets, rights and properties of XxXxxxxxx Xxxxx, other than the Excluded Assets, that are owned or leased by the Seller primarily in connection with the conduct of the Business (collectively, the "PURCHASED ASSETS") including, without limitation, the following assets, rights and properties owned or leased by the Seller as of the Closing Date and primarily associated with the Business: (a) all machinery, equipment, motor vehicles, tools, dies, spare parts, furniture and fixtures, leasehold improvements, automobiles, trucks, non-inventoried supplies and other miscellaneous tangible personal property related to, used or held for use in connection with the Business as of the Closing Date including those assets listed on Schedule 2.1(a) that are not located at the Facility (collectively the "EQUIPMENT"); (b) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office, packaging and other supplies located at the Facility (collectively, the "INVENTORIES"); (c) all accounts and notes receivable and other current assets (other than the Inventories) of the Business, including without limitation all trade and other debts owed to the Seller in connection with the operation of the Business prior to the Closing Date; (d) the benefit of (but subject to the burden of) all contracts, agreements, leases, commitments, instruments, guaranties, bids, orders and proposals to which the Seller is a party primarily in connection with the Business as of the Closing Date, including the Assumed Contracts, but excluding all corporate-wide purchasing arrangements which relate generally to the Business and other divisions or business units of the Seller or any of its Affiliates and any other arrangements with other divisions or business units of the Seller or any of its Affiliates. Schedule 2.1(d) to this Agreement contains a complete list of all such contracts and other agreements to be transferred to the Purchaser hereunder (collectively, the "CONTRACTS"); (e) to the extent legally assignable, all Permits held by the Seller in connection with the Business as of the Closing Date; (f) all books, records (other than personnel records unless consented to by the relevant Employees), ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller primarily in connection with the Business which are material to continuing the operation of the Business as a going concern; (g) the real property owned by the Seller described on Schedule 4.8 of the Disclosure Schedules, together with all buildings, structures, improvements and fixtures and fittings located on or attached to such real property, and all rights appurtenant thereto (the "OWNED REAL PROPERTY"); (h) Intellectual Property used by the Seller and relating primarily to the Business, including the Seller's right to use the name "XxXxxxxxx Xxxxx" and the patents identified on Schedule 4.10; (i) all prepaid items, deposits and other similar rights to future services or goods of the Seller relating to the Business (the prepaid items, deposits and other similar items to be conveyed to the Purchaser pursuant hereto are hereinafter collectively referred to as the "PREPAID ITEMS"); (j) all rights of the Seller relating to the Business under express or implied warranties from suppliers with respect to the Purchased Assets to the extent the same are assignable; and (k) all other assets, whether tangible or intangible real or personal which exist on the Closing Date and which are primarily used in the Business.

  • Sale and Purchase of the Securities The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.

  • SALE/PURCHASE OF INITIAL LOANS (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

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

  • SALE AND PURCHASE OF THE SALE SHARES Subject to the terms of this Agreement, the Vendor shall sell, and the Purchaser shall procure the Purchaser Nominee to purchase, the legal and beneficial ownership in the Sale Shares, free from any Encumbrance, and together with all rights attaching or accruing to them after Completion, including all dividends and distributions declared, made or paid on or after the Completion Date. The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all of the Sale Shares is completed simultaneously.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

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