Special Situation Assets Sample Clauses
The 'Special Situation Assets' clause defines and categorizes certain assets that are subject to unique or exceptional circumstances within a contract. Typically, this clause outlines which assets qualify as 'special situation'—such as distressed securities, non-performing loans, or assets involved in litigation—and may specify how these assets are to be managed, valued, or treated differently from standard assets. By clearly identifying and addressing these assets, the clause ensures that both parties understand how to handle atypical or higher-risk holdings, thereby reducing ambiguity and allocating risk appropriately.
Special Situation Assets. (a) The Company acknowledges that, although the Asset Value for has been included in the Transferred LLC Interest Sales Price and has been paid at the Closing, will be transferred to the Company only after the Closing Date and only if the Total Asset Valuation for is the successful bid for at a sale of the collateral for by the bankruptcy trustee for the Borrower (the to be conducted shortly after the Closing Date. If such bid is not the successful bid in the , then will not be contributed and sold to the Company and the Initial Member’s failure to contribute and sell to the Company will be treated as a repurchase of pursuant to Article VI of this Agreement.
(b) The Company acknowledges and agrees that (i) the Asset Value for has been included in the Transferred LLC Interest Sales Price and has been paid at the Closing, (ii) is being contributed and sold to the Company at the Closing pursuant to this Agreement, (iii) could be subject to a title defect with respect to the Acquired REO Property that is held by that Ownership Entity and that is the subject of pending litigation with respect to the title issues giving rise to the potential title defect (the “ and (iv) the Company assumes the with respect to the Acquired REO Property in accordance with the applicable provisions of this Agreement (including specifically Section 4.5). If, by the date 180 days from the Closing Date, a final judgment in the has not been entered Property originally held by good title to the (the “ mapped lots that constitute the Acquired REO Acquired REO Property”), then the Company will have the right to either (I) require the Initial Member to repurchase in accordance with Article VI of this Agreement or (II) continue prosecuting the to final judgment. The Company shall provide the Initial Member with notice of its determination in accordance with Article VII of this Agreement with respect to within ten Business Days of the expiration of the 180-day period described above. If the final judgment entered in the does not establish good title to the Acquired REO Property, then within ten Business Days of the entry of such final judgment, the Company will have the right to require the Initial Member to repurchase in accordance with Article VI of this Agreement. For purposes of this Section 2.10(b), a “final judgment” will mean a final, non-appealable order or judgment entered by a court of competent jurisdiction in the or a final settlement of the