Transaction Specific Terms Sample Clauses

Transaction Specific Terms. Seller hereby agrees to sell and the Authority hereby agrees to purchase Credits in the quantities and at the prices set forth in the Transaction Specific Terms, attached hereto as Exhibit A. Seller shall deliver Credits to the Authority in accordance with the Delivery Schedule outlined in Exhibit A and subject to the terms and conditions set forth herein.
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Transaction Specific Terms. (a) The Buyer hereby directs the Servicer to take all of its direction, to the extent such right of direction is expressly provided to the Directing Party under this Agreement, from the Directing Party. The Seller shall not have any rights hereunder during the continuance of a Default or an Event of Default. As between the Buyer and the Seller, nothing herein shall derogate from the Buyer’s rights pursuant to the Master Contract. Without limiting the generality of the preceding sentence, the Seller shall not itself, nor shall it direct the Servicer to or permit the Seller to directly or indirectly (i) make any Material Modification without the prior written consent of the Buyer or (ii) take any action (including without limitation any enforcement actions against any Person with respect to this Agreement) which would result in a violation of the obligations of any Person under the Master Contract, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of the Buyer under the Repurchase Documents. The Seller shall have no right to enforce this Agreement against any Person during the continuance of a Default or an Event of Default.
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Transaction Specific Terms. (a) The Buyer hereby directs the Servicer to take all of its direction, to the extent such direction is provided to the Directing Party under this Agreement, from the Sub-Servicer until such time as the Buyer has delivered to Servicer notice that an Event of Default exists or that the Sub-Servicer is no longer acting as Sub-Servicer hereunder, at which time Servicer shall take direction only from Buyer. Neither the Seller nor the Sub-Servicer shall have any rights hereunder during the continuance of a Default. Furthermore, upon such Default the Sub-Servicer may be terminated hereunder immediately upon notice from Buyer or Servicer to Sub-Servicer as provided in Section 6.01 hereof. As between the Buyer and the Seller, nothing herein shall derogate from Buyer’s rights pursuant to the Master Contract. Without limiting the generality of the preceding sentence, Sub-Servicer shall not itself, nor shall it direct the Servicer to or permit the Seller to directly or indirectly (i) make any Material Modification without the prior written consent of Buyer or (ii) take any action (including without limitation any enforcement actions against any Person with respect to this Agreement) which would result in a violation of the obligations of any Person under the Master Contract, this Agreement or any other Repurchase Document, or which would otherwise be inconsistent with the rights of Buyer under the Repurchase Documents. Seller and Sub-Servicer shall have no right to enforce this Agreement against any Person during the continuance of a Default with respect to the Seller or an Event of Default with respect to the Sub-Servicer.
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Transaction Specific Terms. The terms and conditions in this Section 4 are in addition to the terms and --------- conditions set forth in the Master Agreement and are specific to the Services arrangement described in this Transaction Document. The terms and conditions in this Section 4 are not intended to conflict with or deviate from any of the --------- terms and conditions in the Master Agreement.
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Related to Transaction Specific Terms

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Seller’s Deliverables At the Closing, Seller shall deliver to Buyer:

  • Seller’s Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Purchaser, at Seller's expense, each of the following items:

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee.

  • Execution, Delivery; Valid and Binding Agreement The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms.

  • Delivery Schedule The scheduled months of delivery of the Aircraft are listed in the attached Table 1. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.

  • Additional Terms applicable to the Transaction Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture). Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:

  • Closing Date Deliverables On the Closing Date, the Sponsor Holdco shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company, the Sponsor Holdco and certain of the Company’s stockholders or their respective affiliates, as applicable, in substantially the form attached as Exhibit C to the Merger Agreement.

  • Closing Deliverables (a) At the Closing, Seller shall deliver to Buyer the following:

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