Sale Purchase (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from SLM ECFC of the related Xxxx of Sale, (ii) the payment by Funding to SLM ECFC of the Initial Payment and (iii) the assignment to SLM ECFC of the Excess Distribution Certificate. Upon consummation, such sale and purchase shall be effective as of the date of the Xxxx of Sale. SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to such Purchase Agreement with respect to each Loan. (B) Settlement of the Initial Payment On the Closing Date, Funding shall pay to SLM ECFC the Initial Payment by wire transfer of immediately available funds to the account specified by SLM ECFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on the Loans up to but not including the related Payment Cutoff Date, and shall be responsible for the payment of rebate fees, if any, applicable to Purchased Loans accruing up to but not including the related Payment 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 Purchased Loans accruing from, and including, the related Payment Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to Purchased Loans accruing from, and including, the Payment Cutoff Date.
The Purchase The Shareholder hereby agrees to sell to InvestCo and InvestCo hereby agrees to purchase from the Shareholder the Common Stock for shares of InvestCo common stock (the “InvestCo Stock”) and cash (the “InvestCo Cash”) as follows: (a) At the Closing (as hereinafter defined), InvestCo shall issue 232,663 InvestCo Stock; (b) No later than Twelve (12) months after the Closing, unless otherwise agreed in writing, InvestCo shall pay $9,335.24 in cash to Shareholder; (c) No later than Twenty Four (24) months after the Closing, unless otherwise agreed in writing, InvestCo shall pay $11,202.28 in cash to Shareholder. (d) Notwithstanding the payment for the Shares in installments as set forth in (a), (b) and (c) above, InvestCo shall be entitled to vote all of the Shares effective as of the Closing.
Acceptance; Purchase Buyer shall accept the goods and pay an amount not to exceed: $270,868.00 for the goods in accordance with the terms of this Agreement.
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").
Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.
Purchase and Sale; Purchase Price 2.1 Sale and Purchase of the Shares Subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, at the Closing the Company agrees to sell to each Purchaser and each Purchaser hereby agrees to purchase, that number of Shares of Common Stock set forth opposite the name of such Purchaser on the signature pages attached hereto, at the respective purchase price (the "Purchase Price") set forth opposite the name of such Purchaser on the signature pages attached hereto. The price per share to be sold under this Agreement will be US$1.92. 2.2 Closing The closing of the purchase and sale of the Shares (the "Closing") will take place at the offices of Weil, Gotshal & Xxxxxx LLP, New York, New York on the Closing Date or at such other place as the parties hereto may agree upon. The Closing shall occur when (a) the Company shall have delivered to Weil, Gotshal & Xxxxxx LLP on behalf of the Purchasers share certificates representing the Shares to be issued to the Purchasers; and (b) each of the Purchasers has placed an amount equal to the Purchase Price set forth opposite the name of such Purchaser on the signature pages attached hereto, in an escrow account established by Weil, Gotshal & Xxxxxx LLP at Xxxxxx Guaranty Trust Company, 000 Xxxxxxx Xxxxxxxxxx, Newark, Delaware 19713-2107 ; ABA Number: 000-000-000; Account Name: Weil, Gotshal & Xxxxxx LLP Special Account; Account Number: 000-00-000; Reference: 65579/0041 (the "Escrow Account"). On the Closing Date, there shall be released to each Purchaser one or more certificates registered in the name of that Purchaser representing the number of shares of Common Stock purchased by it as set forth on the signature pages attached hereto, and all funds in the Escrow Account shall be released to the Company pursuant to the Company's instructions; provided that the amounts payable to Nomura in connection with the transactions contemplated hereby and the fees and expenses of counsel of the Purchasers as contemplated by Section 10.11 shall be deducted from such amount.
Re-Purchase of Note If we decide that you provided us with inaccurate information or have otherwise violated your obligations, or if required by any applicable law or regulation related to terrorism, money laundering, and similar activities, we may (but shall not be required to) repurchase your Note for an amount equal to the principal amount outstanding.
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 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.
Agreement to Purchase Purchase Price a. Upon the terms and subject to the conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, ________ (------) shares of the Company's Common Stock (the "Shares") at a purchase price of _______ ($_____) per Share, for a total purchase price of _______________ ($_______). The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.
