Sale of Timeshare Interests Sample Clauses

Sale of Timeshare Interests. The sale and offering of sale of Timeshare Interests (a) do not and will not constitute the sale, or the offering of sale, of Securities subject to the registration requirements of the Securities Act of 1933, as amended, or the blue-sky securities laws of any Applicable State, (b) are done and will only be done in the Applicable States (and no solicitation and no advertising in respect of the sale of Timeshare Interests that would, in either case, be in violation of Applicable Law is done or will be done in any other States), (c) do not violate and will not violate any applicable federal, state or local consumer credit or sale rescission statute, including, without limitation, any such statute of any State in which a Purchaser may reside, and (d) do not violate and will not violate any other applicable federal, state or local law, statute or regulation (including, without limitation, any timeshare or subdivision law applicable to any Resort or to the sale of Timeshare Interests and in effect in any Applicable State or in any other State in which a Purchaser may reside or in which the sale of any such Timeshare Interest may be closed). Without limiting the generality of the immediately preceding paragraph, Borrower has, to the extent required by its activities and businesses, fully complied with and will continue to fully comply with (1) (A) the Federal Trade Commission Act, as amended, (B) the Interstate Land Sales Full Disclosure Act, as amended, (C) all other applicable federal statutes and laws pertaining to the Resort and (D) the rules and regulations promulgated under such applicable Acts, statutes and laws and (2) all of the applicable provisions of any law of any State (and the rules and regulations promulgated thereunder) or municipality or other governmental or quasi-governmental authority relating to the operation of each Resort. The sale and offering of sale of Timeshare Interests are not effected and will not be effected by any home solicitations.
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Sale of Timeshare Interests. The marketing, sale, offering for sale, rental solicitation of purchasers and financing of Timeshare Interests: (a) will not constitute the sale, or the offering for sale, of securities subject to the registration requirements of the Securities Act of 1933, as amended, or any state securities law applicable to such sale or offer for sale; (b) will not violate any Timeshare Act, or any land sales or consumer protection law, statute or regulation of the State of Texas or any other state or jurisdiction in which sales or solicitation activities occur or any Eligible Project is located; and (c) will not violate any consumer credit or usury statute of the State of Texas or any other state or jurisdiction in which sales or solicitation activities occur or any Eligible Project is located. All marketing and sales activities have been performed by Borrower's employees or by independent contractors or agents of the Borrower, all of whom are properly licensed in accordance with applicable laws. There have been no misrepresentations made by the Borrower or any of its employees or selling agents with respect to any matter relating to any Eligible Project or the sale or financing of Timeshare Interests.
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Sale of Timeshare Interests. The marketing, sale, offering for sale, rental solicitation of purchasers and financing of Timeshare Interests: (a) will not constitute the sale, or the offering for sale, of securities subject to the registration requirements of the Securities Act of 1933, as amended, or any state securities law applicable to such sale or offer for sale; (b) will not violate any Timeshare Act, or any land sales or consumer protection law, statute or regulation of the State of Texas or any other state or jurisdiction in which sales or solicitation activities occur; and (c) will not violate any consumer credit or usury statute of the State of Texas or any other state or jurisdiction in which sales or solicitation activities occur. All marketing and sales activities will be performed by Borrower's employees or by independent contractors or agents of the Borrower, all of whom are and will be properly licensed in accordance with applicable laws. There shall be no misrepresentations by the Borrower or any of its employees or selling agents with respect to any matter relating to any Eligible Project or the sale or financing of Timeshare Interests. In addition to the foregoing, the Borrower shall not market, attempt to sell or sell or permit or justify any sales or attempted sales of any Timeshare Interests, except in compliance with the applicable Timeshare Act and other applicable laws in state of the applicable Eligible Project and other jurisdictions where marketing, sales or solicitation activities occur.
Sample 1
Sale of Timeshare Interests. The marketing, sale, offering for sale, rental solicitation of purchasers and financing of Timeshare Interests: (a) will not constitute the sale, or the offering for sale, of securities subject to the registration requirements of the Securities Act of 1933, as amended, or any state securities law applicable to such sale or offer for sale; (b) will not violate any Timeshare Act, or any land sales or consumer protection law, statute or regulation of state or any other state or jurisdiction in which sales or solicitation activities occur; and (c) will not violate any consumer credit or usury statute of the State of Texas or any other state or
Sample 1
Sale of Timeshare Interests. All sales and marketing activities will be made in compliance in all material respects with all Legal Requirements and utilizing then current and approved Florida public offering statement. The marketing, sale, offering for sale, rental, solicitation of purchasers and financing of Timeshare Interests: (a) will not constitute the sale, or the offering for sale of securities subject to the registration requirements of the Securities Act of 1933, as amended, or any other federal or state securities law applicable to such sale or offer for sale or such sale will comply with such securities laws; (b) will not materially violate the Timeshare Act or any land sales or consumer protection law, statute or regulation of the State of Florida or any other state or jurisdiction in which sales or solicitation activities occur; and (c) will not materially violate any consumer credit or usury statute of the State of Florida or any other state or jurisdiction in which sales or solicitation activities occur.
Sample 1
Sale of Timeshare Interests. All sales and marketing activities will be made in compliance in all material respects with all Legal Requirements and utilizing then current and approved applicable Public Report obtained by Borrower. The marketing, sale, offering for sale, rental, solicitation of purchasers and financing of Timeshare Interests: (a) will not constitute the sale, or the offering for sale of securities subject to the registration requirements of the Securities Act of 1933, as amended, or any other federal or state securities law applicable to such sale or offer for sale or such sale will comply with such securities laws; (b) will not materially violate the Legal Requirements in any Applicable Jurisdiction in which sales or solicitation activities occur; and (c) will not materially violate any consumer credit or usury statute of the Applicable Jurisdiction in which sales or solicitation activities occur.
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Sale of Timeshare Interests. The Borrower will sell or offer for sale Timeshare Interests only in the State of Texas and such other jurisdictions listed on SCHEDULE 7.14 where the Borrower has completed all registrations consistent with applicable Requirements. All sales will be made in compliance with all Requirements and utilizing then current disclosure materials approved as required by all Governmental Authorities. Before it sells or offers for sale Timeshare Interests in any other jurisdictions, the Borrower will notify the Agent and provide the Agent with evidence satisfactory to the Agent that the Borrower has complied with all laws of such jurisdiction governing its proposed conduct.
Sample 1
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Sale of Timeshare Interests. The Vacation Club and the Timeshare Interests are, as of the Closing Date, registered or exempt from registration under applicable Legal Requirements in the respective states in which each are marketed and/or sold, including those states listed on Schedule 8.9, as applicable. The Vacation Club and the Timeshare Interests will be, after the Closing Date, registered or exempt from registration under applicable Legal Requirements in the respective states in which each are marketed and/or sold, as applicable. All sales have been and will be made in compliance with all Legal Requirements and utilizing then current and approved Public Reports in a manner that Borrower’s failure to so comply would not be reasonably expected to result in a Material Adverse Change. The marketing, sale, offering for sale, rental, solicitation of purchasers and financing of Timeshare Interests related to the Projects: (a) will not constitute the sale, or the offering for sale, of securities subject to the registration requirements of the Securities Act of 1933, as amended, or any other federal or state securities law applicable to such sale or offer for sale; (b) will not violate the Timeshare Act or any applicable land sales or consumer protection law, statute or regulation; and (c) will not violate any applicable consumer credit or usury statute in a manner that would reasonably be expected to result in a Material Adverse Change.
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Related to Sale of Timeshare Interests

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • Sale of the Property To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Delivery of Portfolio Assets (a) Each Fund, on behalf of its Portfolio(s), shall deliver to the Custodian all securities and cash of such Portfolio(s), and from time to time all payments of income, payments of principal or capital distributions received by it with respect to Portfolio securities, and the cash consideration received by it for such new or treasury Shares representing interests in its Portfolio(s) as may be issued or sold from time to time.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

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