Substitution of Buyer Sample Clauses

Substitution of Buyer. In the event the Sellers are required pursuant to this Section 13.15 to pay any additional amount to any Buyer, such Buyer shall, if no Event of Default has occurred and is continuing, upon the request of the Sellers to such Buyer and the Agent, assign, pursuant to and in accordance with the provisions of Section 13.4, all of its rights and obligations under this Agreement and with respect to the Buyers' Contracts to another Buyer or an assignee selected by the Sellers and reasonably satisfactory to the Agent, in consideration for (i) the payment by such assignee to the assigning Buyer of the Buyer's Percentage of the assigning Buyer of the principal outstanding under, and interest accrued at the Buyers' Rate on, the Buyers' Contracts, (ii) the payment by the Sellers to the assigning Buyer of any and all other amounts owing to such Buyer under any provision of this Agreement accrued and unpaid to the date of such assignment and (iii) the Sellers' release of the assigning Buyer from any further obligation or liability under this Agreement. Notwithstanding anything to the contrary in this Section 13.15(c), in no event shall the replacement of any Buyer result in a decrease in the aggregate Contract Purchase Commitments without the written consent of the Majority Buyers.
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Substitution of Buyer. In the event the Conflicts Committee does not approve Buyer’s purchase of the Assets pursuant to the terms of this Agreement, Buyer shall provide prompt written notice to Seller and Reserves. Reserves shall have the right to be substituted as the “Buyer” in this Agreement (and as the counterparty to the Transaction Documents) by notifying Seller in writing of its intent to purchase the Assets in place of Buyer within two (2) days of Buyer’s notice that the Conflicts Committee declined to approve the transactions contemplated in this Agreement. Upon Reserves’ exercise of its right to purchase the Assets, the Parties shall execute a written acknowledgment substituting Reserves as the Buyer, and Reserves and Seller shall consummate the transactions contemplated in this Agreement subject to the conditions and pursuant to the terms and conditions herein.
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Substitution of Buyer a) The cover page to the Purchase Agreement is hereby amended by deleting “Hercules International Holdings Ltd.” and inserting “Hercules Oilfield Services Ltd.” in its place. b) The definition of “Buyer” in the preamble of the Purchase Agreement is hereby amended by deleting “Hercules International Holdings, Ltd.” and inserting “Hercules Oilfield Services Ltd.” in its place.
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Substitution of Buyer. 84 ARTICLE 10 MISCELLANEOUS
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Substitution of Buyer. If (i) the obligation of any Buyer to allocate its pro rata share of the Aggregate Net Investment to any Tranche the Yield Rate of which is based on the Euro-Dollar Rate has been suspended pursuant to Section 9.1, (ii) any Buyer has demanded 84 compensation under Section 9.3 or 9.4, (iii) any Buyer shall be a Defaulting Buyer or (iv) any Buyer shall fail to consent to amendment or waiver which pursuant to the terms of Section 10.5 or any other provision if any Program Document requires the consent of all Buyers and with respect to which the Required Buyers shall have granted their consent, CPFC shall have the right, if no Termination Event or Potential Termination Event then exists, to replace such Buyer (the "Replaced Buyer") with one or more other Eligible Transferee(s), none of whom shall constitute a Defaulting Buyer at the time of such replacement (collectively, the "Replacement Buyer") acceptable to the Agents; PROVIDED that (i) at the time of any replacement pursuant to this Section, the Replacement Buyer shall enter into one or more Assignment and Assumption Agreements, substantially in the form of Exhibit N hereto, pursuant to which the Replacement Buyer shall acquire the Commitments and the Buyer's Certificate of the Replaced Buyer and, in connection therewith, shall pay to the Replaced Buyer in respect thereof an amount equal to the sum of (A) its pro rata share of the Aggregate Net Investment, (B) an amount equal to all accrued, but theretofore unpaid, Commitment Fees owing to the Replaced Buyer and (C) an amount equal to the amount which would be payable by CPFC to the Replaced Buyer pursuant to Section 2.8 if CPFC prepaid at the time all of the Tranches of such Replaced Buyer the Yield Rate of which is determined by referring to the Euro-Dollar Rate or the Fixed CD Rate outstanding at such time and (ii) all obligations of CPFC owing to the Replaced Buyer (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Buyer concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Buyer, delivery to the Replacement Buyer of the appropriate Buyer's Certificate executed by CPFC, the Replacement Buyer shall become a Buyer hereunder and the Replaced Buyer shall cease...
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Related to Substitution of Buyer

  • SUBSTITUTION OF PURCHASER Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

  • Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Substitution of Receipts At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with a Receipt issued through any book-entry system, including, without limitation, DRS/Profile, or vice versa, execute and Deliver a certificated Receipt or deliver a statement, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the relevant Receipt.

  • SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one)

  • Substitution of Mortgage Loans Notwithstanding anything to the contrary in this Agreement, in lieu of purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 of this Agreement, the Seller may, no later than the date by which such purchase by the Seller would otherwise be required, tender to the Trustee a Substitute Mortgage Loan accompanied by a certificate of an authorized officer of the Seller that such Substitute Mortgage Loan conforms to the requirements set forth in the definition of "Substitute Mortgage Loan" in this Agreement; provided, however, that substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, in lieu of purchase shall not be permitted after the termination of the two-year period beginning on the Startup Day; provided, further, that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or substitution must occur within 90 days from the date the breach was discovered. The Custodian, as agent for the Trustee, shall examine the Mortgage File for any Substitute Mortgage Loan in the manner set forth in Section 2.02(a) and the Trustee or the Custodian, as its agent, shall notify the Seller, in writing, within five Business Days after receipt, whether or not the documents relating to the Substitute Mortgage Loan satisfy the requirements of the fifth sentence of Subsection 2.02(a). Within two Business Days after such notification, the Seller shall provide to the Trustee for deposit in the Distribution Account the amount, if any, by which the Outstanding Principal Balance as of the next preceding Due Date of the Mortgage Loan for which substitution is being made, after giving effect to the Scheduled Principal due on such date, exceeds the Outstanding Principal Balance as of such date of the Substitute Mortgage Loan, after giving effect to Scheduled Principal due on such date, which amount shall be treated for the purposes of this Agreement as if it were the payment by the Seller of the Repurchase Price for the purchase of a Mortgage Loan by the Seller. After such notification to the Seller and, if any such excess exists, upon receipt of such deposit, the Trustee shall accept such Substitute Mortgage Loan which shall thereafter be deemed to be a Mortgage Loan hereunder. In the event of such a substitution, accrued interest on the Substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month shall be the property of the Trust Fund and accrued interest for such month on the Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such month shall be the property of the Seller. The Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Seller and the Scheduled Principal on the Mortgage Loan for which the substitution is made due on such Due Date shall be the property of the Trust Fund. Upon acceptance of the Substitute Mortgage Loan (and delivery to the Custodian of a Request for Release for such Mortgage Loan), the Custodian, as agent for the Trustee, shall release to the Seller the related Mortgage File related to any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty in form as provided to it as are necessary to vest in the Seller title to and rights under any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable. The Seller shall deliver to the Custodian the documents related to the Substitute Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase Agreement or Subsections 2.01(b) and 2.02(b) of this Agreement, as applicable, with the date of acceptance of the Substitute Mortgage Loan deemed to be the Closing Date for purposes of the time periods set forth in those Subsections. The representations and warranties set forth in the Mortgage Loan Purchase Agreement shall be deemed to have been made by the Seller with respect to each Substitute Mortgage Loan as of the date of acceptance of such Mortgage Loan by the Trustee. The Master Servicer shall amend the Mortgage Loan Schedule to reflect such substitution and shall provide a copy of such amended Mortgage Loan Schedule to the Trustee and the Rating Agencies.

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract; (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract; (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

  • Substitution of Bank If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03, the Borrower shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Note and assume the Commitment of such Bank.

  • Substitution of Banks 13 3.8. Survival.............................................................14

  • Authority of Buyer Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

  • Substitution of Trustee Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter will be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution is to be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, will be conclusive proof of proper appointment of the successor trustee.

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