Transaction and Purchase Price Sample Clauses

Transaction and Purchase Price. The Investors hereby agree to purchase from the Company, and the Company agrees to issue and sell to the Investors, an aggregate of 1,001,754 shares of Common Stock (the “Purchased Shares”) at a price per share equal to $2.85 (the Offering Price, less the underwriting discount of $0.15 for an aggregate purchase price of $2,854,998.90 (the “Purchase Price”). The transactions contemplated by the preceding sentence will be consummated on April 11, 2011 (the “Closing Date”). The Investors will pay the Purchase Price on the Closing Date by wire transfer of immediately available funds to the account previously designated by the Company. The Company will deliver one or more certificates evidencing the Purchased Shares to the Investors within one business day following the Closing Date. The Purchased Shares will bear the legend set forth in Section 4.3(a) of the Securities Purchase Agreement.
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Transaction and Purchase Price. WLR hereby agrees to purchase from the Company, and the Company agrees to issue and sell to WLR, an aggregate of 2,002,054 shares of Common Stock (the “Purchased Shares”) at a price per share equal to $2.85 (the Offering Price, less the underwriting discount of $0.15), for an aggregate purchase price of $5,705,853.90 (the “Purchase Price”). The transactions contemplated by the preceding sentence will be consummated on April 11, 2011 (the “Closing Date”). WLR will pay the Purchase Price on the Closing Date by wire transfer of immediately available funds to the account previously designated by the Company. The Company will deliver one or more certificates evidencing the Purchased Shares to WLR within one business day following the Closing Date. The Purchased Shares will bear the legend set forth in Section 4.3(a) of the Securities Purchase Agreement.
Sample 1Sample 2
Transaction and Purchase Price. Subject only to the consummation of the Offering and the provisions of Section 4.3 of the Investment Agreement (other than the first sentence of paragraph (c) thereof), WP X hereby agrees to purchase from the Company, and the Company agrees to issue and sell to WP X, an aggregate of 2,069,848 shares of Common Stock (the “Purchased Shares”) at a price per share equal to $17.605 (the Offering Price, less any underwriting discounts or sales commissions) allocated as follows: (a) WP Private Equity X — 2,005,683 shares of Common Stock in exchange for $35,310,049.22; and (b) WP X Partners — 64,165 shares of Common Stock in exchange for $1,129,624.83 (the sum of the amounts in clauses (a) and (b), the “Purchase Price”). The transactions contemplated by the preceding sentence will be consummated on December 27, 2010 (the “Closing Date”) substantially simultaneously with the closing of the Offering. WP X will pay the Purchase Price on the Closing Date by wire transfer of immediately available funds to an account designated by the Company at least one business day prior to the Closing Date. The Company will deliver on the Closing Date to WP X confirmations of book entry transfer evidencing the foregoing transactions. The Purchased Shares will bear only the first legend set forth in Section 4.5(a) of the Investment Agreement. In addition, WP X agrees not to exercise any “piggyback registration” rights set forth in Section 4.11(a)(4) of the Investment Agreement in connection with the Offering.
Sample 1
Transaction and Purchase Price. Buyer hereby subscribes, upon the satisfaction of each of the conditions set forth in Section 9 hereto, for $1,000,000 (payable in United States Dollars) of Common Stock (the "Shares"). The price per share and the number of shares shall be determined as follows: (i) The price per share for the Shares (the "Purchase Price") shall be equal to twenty times the price of one share of the common stock of ESI (OTCBB: ESCI) ("ESI Stock") or $10.00 per share whichever is less as determined by the average closing price per share of ESI Stock for the twenty-day trading period immediately preceding the record date of the Distribution (as defined below) as reported on the OTCBB (as defined below). (ii) The number of Shares of Common Stock to be issued to Buyer shall be equal to $1,000,000 divided by the Purchase Price.
Sample 1
Transaction and Purchase Price. On the terms and subject to the conditions set forth herein, Anchorage hereby agrees to purchase from the Company, and the Company agrees to issue and sell to Anchorage, an aggregate of 996,705 shares of Common Stock (the “Purchased Shares”) at a price per share equal to $2.85 for an aggregate purchase price of $2,840,609.25 (the “Purchase Price”). The transactions contemplated by the preceding sentence will be consummated on August 10, 2011 (the “Closing Date”). Anchorage will pay the Purchase Price on the Closing Date by wire transfer of immediately available funds to the account previously designated by the Company. The Company will deliver one or more certificates evidencing the Purchased Shares to Anchorage within one business day following the Closing Date. The Purchased Shares will bear a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.”
Sample 1
Transaction and Purchase Price. Subject only to the consummation of the Offering and the provisions of Section 5.8 of the Subscription Agreement, [Purchaser] hereby agrees to purchase from the Company, and the Company agrees to issue and sell to [Purchaser], an aggregate of shares of Common Stock (the “Purchased Shares”) at a price per share equal to the Offering Price in exchange for $ (the number of Purchased Shares multiplied by the Offering Price, the “Purchase Price”) in cash. The transactions contemplated by the preceding sentence will be consummated on or about June 28, 2011 (the “Closing Date”) substantially simultaneously with the closing of the Offering. [Purchaser] also agrees to purchase, in the event the Underwriters’ Option is exercised, additional shares representing the same percentage of shares as represented by the exercise of the Underwriter’s Option (up to an additional 15% of the Purchased Shares), at the same Purchase Price (the “Additional Shares”). [Purchaser] will pay the Purchase Price on the Closing Date (or applicable option closing date(s) with respect to Additional Shares) by wire transfer of immediately available funds to an account designated by the Company at least one business day prior to the Closing Date (or applicable option closing date(s) with respect to Additional Shares). The Company will deliver on the Closing Date (or applicable option closing date(s) with respect to Additional Shares) to [Purchaser] confirmations of book entry transfer evidencing the foregoing transactions.
Sample 1
Transaction and Purchase Price. The parties have agreed, subject to the conditions described below, that UME shall purchase the Shares from Stel and CICC, (the "Transaction"), in consideration for a cash payment of US$2,000,000 less any Reduction which may be applicable pursuant to section 4 (the "PURCHASE PRICE"). The Purchase Price shall be paid in two tranches: half of the Purchase Price shall be paid no later than 6 months and the second half of the Purchase Price no later than 12 months, in each case from the Closing Date, defined herein, (each a "PAYMENT DATE"). To secure the Purchase Price, on the Closing Date, UME shall issue a pledge agreement ("Pledge Agreement") and a convertible debenture (the "DEBENTURE") in substantially the forms attached hereto as Schedule B. The Debenture shall secure and be of a principal amount ("PRINCIPAL AMOUNT") equal to Two Million Dollars ($2,000,000). The Debenture shall be redeemable for the Principal Amount less any Reduction (as defined in Section 4) the sum so calculated being referred to herein as the "REDEEMED AMOUNT". The Debenture shall be convertible into common shares in the capital of UME (the "Common Shares") in the event, and only in the event, that UME defaults in making the payments of the Purchase Price as provided in this Agreement. Such conversion of the Redeemed Amount will be at the conversion price per share equal to the volume weighted average price of the trades of the Common Shares of UME on the TSX Venture (the "TSXV") for the 5 trading days prior to the date of conversion. In the Event that CIC converts the Debenture into Common Shares of UME: (A) in accordance with the terms hereof and the terms of the certificate evidencing the Debenture, CIC shall tender conversion notice to UME and UME shall, within five (5) business days, deliver Common Shares of UME to CIC. Such Common Shares of UME will have restrictions and conditions as may be required by applicable regulatory authorities; (B) upon delivery of the Common Shares of UME to CIC, the unpaid portion of the Purchase Price shall be deemed to be satisfied and paid in full by UME.
Sample 1
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Transaction and Purchase Price. The Purchasers hereby subscribe, upon the satisfaction of each of the conditions set forth in Section 9 hereto, for [_________________ ] shares of Common Stock (the "Shares") at a price per share is $8.00 for an aggregate total of ____________ (the "Purchase Price").
Sample 1

Related to Transaction and Purchase Price

  • THE PURCHASER AND PAYMENT OF PURCHASE PRICE 8.1 Immediately after the fall of the hammer and upon being declared the successful purchaser of the Property, the Purchaser shall execute the memorandum attached hereto (`the Memorandum’). 8.2 The signed Memorandum together with these conditions of sale and the Proclamation of Sale shall in their entirety form the contract for the sale and purchase of the Property (`the Contract of Sale’). 8.3 The last bid which is the highest bid accepted by the Auctioneer and upon which the Property is sold to the Purchaser shall be the purchase price for the Property (`the Purchase Price’). 8.4 Upon successful bid of the property by the bidder, the Bidding Deposit deposited by the bidder pursuant to clause 3.1 shall be paid to the Bank immediately upon execution of the Contract of Sale (“ the Purchase Deposit) 8.5 In the event that the Purchase Price is higher than the Reserve Price, the Purchaser shall immediately deposit with the Auctioneer as stakeholder a sum equivalent to the difference between Purchase Deposit and the Bidding Deposit (`the Purchase Deposit Shortfall’) either in cash or by way of a valid bank draft or cashier’s order drawn in favour of the Bank which together will form the Purchase Deposit. 8.6 The Auctioneer shall upon receipt of the Purchase Deposit release the said sum, bank draft and/or cashier’s order to the Bank. 8.7 In the event that the Purchaser shall fail to deposit the Purchase Deposit Shortfall or shall fail to execute the Memorandum for any reason whatsoever or in the event of the bank draft and/or cashier’s order for the Bidding Deposit and/or the Purchase Deposit Shortfall is dishonored for any reason whatsoever when presented by the Bank for payment, the Purchaser shall be deemed to have committed a breach of the terms of the Auction Sale and the consequences set out in paragraph 8.8 hereto shall ensue. 8.8 In the event that the Purchaser shall commit a breach, the Bidding Deposit shall be forfeited absolutely to the Bank and the Bank may in its absolute discretion upon such terms and conditions and at such time or times the Bank deems fit put the Property up for resale. The Bank shall be further entitled to recover from the Purchaser all costs and expenses of, in connection with and resulting from such resale. The Purchaser shall be further liable to the Bank for any shortfall in the sale price obtained at the resale and the Purchase Price (`the Resale Shortfall’). A certificate duly signed by an authorized officer of the Bank as to amount of the Resale Shortfall and the costs and expenses of, in connection with resulting from such resale shall be accepted by the Purchaser as binding correct and conclusive for all purposes including for legal proceedings. The certified amount shall be paid by the Purchaser to the Bank not later than seven (7) days from the date of the demand made by the Bank. 8.9 Notwithstanding anything herein contained, the amount representing the difference between the Purchase Price and the Purchase Deposit (“Balance Purchase Price”) shall be paid by the Purchaser directly to the Bank without any set-off not later than NINETY (90) DAYS from the date of the Contract of Sale (`the Due Date’). 8.10 The Balance Purchase Price shall be paid to the Bank by way of bank draft or cashier’s order drawn in favour of the Bank or E-Payment or any mode of payment which acceptable by the Bank. 8.11 Upon the written request by the Purchaser before the expiry date, the Bank in its absolute discretion may but shall be under no obligation to extend the Due Date for such period or periods the Bank deems fit (`the Extended Due Date’). 8.12 The Purchaser shall have prior to twenty one (21) days of the Due Date, the Purchaser shall issue a written request to the Assignee/Bank applying for an extension of time and the Bank may in it’s absolute discretion (i) agree to grant the extension of time unconditionally, or (ii) refuse the request, in which case the 10% of the successful bid shall be forfeited, or (iii) agree to grant an extension of time subject to conditions (including but not limited to imposition of late payment interest/charges/compensation at such rate/amount as the Bank shall determine) without assigning any reasons whatsoever and such decision shall be binding on the Purchaser. The interest on late payment if imposed by the Bank may be in the form of advance payment of interest for the extension period or otherwise is final and not refundable. 8.13 In the event that the Purchaser for any reason whatsoever (save and except where it is due to the default of the Bank) fails to pay the Balance Purchase Price by the Due Date or the Extended Due Date, as the case may be, the Purchaser shall be deemed to be in breach of the Contract of Sale, and all monies paid to the Bank upon the execution of the Contract of Sale including the Purchase Deposit shall be forfeited absolutely by the Bank and the consequences as set out in paragraph 8.8 shall ensue.

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

  • Deposit of Fundamental Change Purchase Price (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent); and (ii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • Purchase Price and Payment Terms The aggregate purchase price (the “Purchase Price”) shall be Ninety One Million Dollars ($91,000,000), subject to adjustment as provided in Section 1.3 and Section 1.7. Of the Purchase Price, Six Million Nine Hundred Thousand Dollars ($6,900,000) shall be paid by Purchaser’s delivery of 150,000 shares of the common stock, par value $0.001 per share, of Purchaser’s Parent, which shares (the “Purchaser’s Parent Equity”) are valued at Six Million Nine Hundred Thousand Dollars ($6,900,000) (the “Purchaser’s Parent Equity Value”) based upon the price paid by others for similar shares contemporaneously with the Closing. At the Closing, Purchaser shall deliver to Sellers an amount in cash equal to the Purchase Price, minus (i) the Escrow Funds, minus (ii) the aggregate amount of Debt of the Company and its Subsidiaries (disregarding any intercompany Debt) outstanding as of the Closing Date (including any interest, penalties, charges or other fees accrued thereon), minus (iii) Sellers’ Transaction Expenses, minus (iv) the Purchaser’s Parent Equity Value, minus (v) the Off-Balance-Sheet LC Adjustment Amount, all as set forth in the funds flow memorandum attached hereto as Schedule 1.2 (the “Funds Flow Memorandum”) (such amount, the “Closing Cash”). At the Closing, Purchaser shall deliver (w) the Closing Cash by wire transfer of immediately available funds to an account identified by Frost as set forth in the Funds Flow Memorandum, (x) copies of the certificates representing the Purchaser’s Parent Equity to Sellers, (y) the Escrow Funds to the Escrow Agent as contemplated by Section 1.5 below, and (z) to the Company’s lenders and the persons entitled thereto (as shown on the Funds Flow Memorandum) all amounts of the Debt and Sellers’ Transaction Expenses subtracted to determine the Closing Cash. At the Closing, Sellers shall pay and satisfy in full the Excluded Liability set forth in clause (d) of Schedule 1.4.

  • Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

  • 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.

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