Transaction Conditions. A. As a condition to Operating Partnership’s obligation to close, any notice to the Lender to the conveyance of the Property as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the Operating Partnership in its sole discretion.
B. As a condition to the Operating Partnership’s obligation to close, the Operating Partnership or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the Operating Partnership or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the Property, and at Closing all of the Property (except for those obligations related to the operation of the Property that Operating Partnership has agreed to assume following Closing including, without limitation, the Leases) will be free from third-party loans and security interests, but will remain subject to the Loans and all liens and security interests associated therewith.
C. As a condition to Operating Partnership’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Contributor shall have paid, or cause to be paid, in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing.
D. As a condition to Operating Partnership’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”).
E. Intentionally deleted. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions”. If Operating Partnership does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and Operating Partnership agrees to coop...
Transaction Conditions. Dealer agrees:
(a) To purchase Shares only from either Trust through Distributor or only from Dealer’s customers.
(b) To purchase Shares from either Trust only for the purpose of covering purchase orders already received or for Dealer’s bona fide investment.
(c) That Dealer will not purchase any Shares from Dealer’s customers at prices lower than the redemption or repurchase net asset values next determined by the Fund. If Dealer acts as principal for its own account in purchasing shares for resale to Distributor, Dealer agrees to pay its customer not less than the price that it receives from Distributor. If Dealer acts as agent for its customer in selling shares to Distributor, Dealer agrees not to charge its customer more than a fair commission or fee for handling the transaction, except that Dealer agrees to receive no compensation of any kind based on the reinvestment of redemption or repurchase proceeds pursuant to the repurchase privilege, as described in the applicable then current Prospectuses.
(d) That Dealer will not intentionally withhold placing customers’ orders for Shares so as to profit Dealer as a result of such withholding.
Transaction Conditions. (a) The obligation of Buyers to enter into any Additional Funding Transaction shall be subject to satisfaction of the following conditions (in each case, as of the Purchase Date) (together, the “Additional Funding Conditions”):
(i) with respect to the initial Transaction, each of the items required to be delivered by Seller in connection with such initial Transaction pursuant to Section 3.5 shall have been delivered in accordance with the terms hereof;
(ii) all amounts then due and owing by Seller under the Fee Letter and the Side Letter shall have been paid in full;
(iii) the Transaction Notice, including the proposed Portfolio Schedule required to be attached thereto, shall have been delivered to Agent in accordance with Section 4.1;
(iv) Seller shall have delivered to Agent a duly executed counterpart to the applicable Confirmation;
(v) each of the representations and warranties of Seller and Guarantor (as applicable) set forth in the Transaction Agreements (excluding any representations or warranties set forth in the Asset Representations, Warranties and Covenants) shall be true and correct in all material respects;
(vi) the aggregate Market Value of the Transaction Portfolio for such Transaction (as set forth in the Portfolio Schedule to the Confirmation provided by Seller) shall be equal to or greater than 105% of the Purchase Price for such Transaction;
(vii) all of the loans included in the Transaction Portfolio for such Transaction (as set forth in the Portfolio Schedule to the Confirmation provided by Seller) shall be Eligible Xxxxxx Loans;
(viii) the Weighted Average CBR Score with respect to the Transaction Portfolio for such Transaction shall be equal to or greater than 675;
(ix) no less than seventy percent (70%) of the Eligible Xxxxxx Loans comprising the Transaction Portfolio for such Transaction (based on their respective Book Values) shall have been made to Debtors that are natural persons;
(x) the Purchase Date for such Transaction shall be at least 10 days prior to the Facility Expiration Date;
(xi) the payment of the proposed Purchase Price would not cause (x) the Aggregate Buyer Balance (after giving effect to such payment) to exceed the Aggregate Commitment Amount applicable to such Transaction or (y) any Buyer’s Individual Buyer Balance (after giving effect to such payment) to exceed such Buyer’s applicable Individual Commitment Amount with respect to such Transaction;
(xii) no Potential Event of Default or Event of Default shall ha...
Transaction Conditions. Dealer agrees:
(a) To purchase Shares only from the Fund through Distributor or only from Dealer’s customers.
(b) To purchase Shares from the Fund only for the purpose of covering Orders already received or for Dealer’s bona fide investment.
(c) That Dealer will not purchase any Shares from Dealer’s customers at prices lower than the repurchase net asset values next determined by the Fund. If Dealer acts as principal for its own account in purchasing shares for resale to Distributor, Dealer agrees to pay its customer not less than the price that it receives from Distributor. If Dealer acts as agent for its customer in selling Shares to Distributor, Dealer agrees not to charge its customer more than a fair commission or fee for handling the transaction, except that Dealer agrees to receive no compensation of any kind based on the reinvestment of repurchase proceeds pursuant to any repurchase privilege, as described in the applicable then current Prospectuses.
(d) That Dealer will not intentionally withhold placing customers’ Orders for Shares so as to profit Dealer as a result of such withholding.
Transaction Conditions. Each of the conditions set forth in Section 6.2 of the Master Agreement shall have been fulfilled or waived.
Transaction Conditions. The following conditions shall have been satisfied on the Note Initial Increase Date and on any Note Balance Increase Date:
(a) the representations and warranties of the Seller, the Depositor, the Servicer, the Issuer, and the Sponsor contained in each of the Transaction Documents shall be true and correct in all material respects; and (b) No Early Amortization Event, Servicer Default or Event of Default shall have occurred and be continuing.
Transaction Conditions. Completion is subject to and conditional on each of the following conditions being fulfilled, or waived under clause 3.4, on or before the date set down in respect of that condition in this clause 3.1:
(a) The CHH Sale and Purchase Agreement becoming unconditional in all respects;
(b) the Overseas Investment Commission granting consent in writing to the sale and purchase of Assets pursuant to this Agreement, by 23 September 2005;
Transaction Conditions. The terms and conditions applicable to credit transactions shall be as follows (in case of several types of transactions, please xxxx “√”in the “□” spaces below after receiving explanation by an officer of the Bank). Credit Type (Item) Classification of Transaction □ Revolving Loan Transaction □ Lump Sum Transaction (Maximum) Credit Amount Drawdown Date Maturity (revolving period : month(s)) Interest Rate □ Fixed (In case of selecting Article 3 Paragraph 2 Subparagraph 1 of General Terms and Conditions for Bank Credit Transactions) □ Floating (In case of selecting Article 3 Paragraph 2 Subparagraph 2 of General Terms and Conditions for Bank Credit Transactions) Default Interest (Article 3 Paragraph (5) of General Terms and Conditions for Bank Credit Transactions shall apply) Maximum of % p.a. □ % p.a. until the expiration date □ Base rate + ( )% □ Other ( ) Method of Calculation of Interest and Default Interest On the basis of actual number of days elapsed and a year of 365 days (366 days in a leap year) however, with respect to foreign exchange transaction, international and commercial practice shall apply. -Default Interest Rate *Different Additional Interest Rate shall apply for the first 90 day period immediately following the occurrence of default and the subsequent period. Method of Credit Advance □ Full loan amount is advanced on the date of drawdown □ Loan amount is drawn in installments after the Bank confirms documents, facilities or goods evidencing purpose of loan proceeds and the amount required. □ Loan amount is drawn upon according to my/our request subject to fulfillment of conditions precedent Method of Repayment □ Lump-sum repayment at maturity □ Loan is not redeemed during , and shall be payable in installments from (date) □ Loan shall be payable in month installments from the first date corresponding to the date of first drawdown after the date of Final drawdown. □ Discretionary repayment; provided, that full amount of loan shall be repaid first on the expiry of first revolving period and all outstanding loan shall be repaid at maturity. Method and Time of Interest Payment □ First interest shall be payable on the date of first drawdown, and interest accrued thereafter shall be payable on the last interest determination date of interest paid in advance. □ Pay on or before the date immediately preceding the date of draft □ First interest shall be payable within ( ) month(s) from the date of first drawdown, and the interest accrued thereaf...
Transaction Conditions. (a) If there is a Transaction and either you remain employed by the Company through the date of the Transaction or the Company terminates your employment without Cause prior to the Transaction, the Company will pay you a one time, lump sum bonus in the amount of $500,000, less applicable taxes and withholdings, under the conditions set forth in the following sentence (“Company Retention Bonus”). The Company will pay the Company Retention Bonus within 15 days after the closing date of the Transaction, provided that you have delivered to the Company a signed Release in accordance with section 1(g) below.
(b) If there is a Transaction and you remain employed by the Company through the date of the Transaction, and are hired and either remain employed by the Acquirer for at least 90 days following the Transaction or are terminated by the Acquirer without Cause as defined in section 1(h) below during such 90-day period, the Company will pay you a one time, lump sum bonus in the amount of $500,000, less applicable taxes and withholdings, under the conditions set forth in the following sentence (“Acquirer Retention Bonus”). After the expiration of the above 90-day period, the Company will pay the Acquirer Retention Bonus within 10 days following your delivery to the Company of a signed Release in accordance with section 1(g) below and, if requested by the Company, evidence establishing that either you have been employed by the Acquirer for the 90 days following the Transaction or that the Acquirer terminated your employment other than for Cause during such 90-day period.
(c) If there is a Transaction and you remain employed by the Company through the date of the Transaction and within sixty (60) days after the date of the Transaction the Acquirer does not offer to employ you at a base salary of at least $750,000 and you do not accept employment with the Acquirer on other terms, then you shall be entitled to a lump sum payment of $1,200,000, less applicable taxes and withholdings, under the conditions set forth in the following sentence (“Transaction Payment”). After the expiration of the above sixty (60) day period, the Company will pay this Transaction Payment within 10 days following your delivery to the Company of a signed Release in accordance with section 1(g) below and if requested by the Company, appropriate documentation from the Acquirer confirming your employment status with the Acquirer.
(d) If there is a Transaction and you remain employed by the Compa...
