Transfer of Notes to Monterey Sample Clauses

Transfer of Notes to Monterey. If the Close of Escrow (as defined in the Olinda Purchase Agreement) occurs on or before August 1, 1997, Monterey shall purchase, and Santa Fe shall sell, any promissory notes given by the buyer of the Property ("Buyer") as consideration for purchase of the Property (collectively, the "Notes") along with all liens, security interests, and other rights securing repayment of the Notes by Buyer (collectively, the "Property Liens"), for a purchase price equal to aggregate face value of the Notes (the "Note Purchase Price") if the total face value of the Notes does not exceed $10,000,000. The closing of the purchas and sale of the Notes shall occur in the offices of Santa Fe within 10 business days of the date of the Closing of Escrow. At the closing, Monterey shall wire transfer the Note Purchase Price to Santa Fe in immediately available funds and assume all obligations in connection with the Olinda Property and the Notes, the Property Liens and Santa Fe's remaining rights under the Olinda Purchase Agreement shall be assigned to Monterey without any warranties or representations by Santa Fe. On and after such closing, the defined term "Subject Assets" shall be deemed to exclude, the Olinda Property for all purposes under this Agreement.
Sample 1
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Transfer of Notes to Monterey. If the Close of Escrow (as defined in the Olinda Purchase Agreement) occurs on or before August 1, 1997, Monterey shall purchase, and Santa Fe shall sell, any promissory notes given by the Buyer as consideration for purchase of the Olinda Property (collectively, the "Notes") along with all liens, security interests, and other rights securing repayment of the Notes by Buyer (collectively, the "Property Liens"), for a purchase price equal to the aggregate face value of the Notes (the "Note Purchase Price") if the total face value of the Notes does not exceed $10,000,000. The closing of the purchase and sale of the Notes shall occur in the offices of Santa Fe within 10 business days of the date of the Close of Escrow. At the closing, Monterey shall wire transfer the Note Purchase Price to Santa Fe in immediately available funds and assume all obligations in connection with the Olinda Property and the Notes, the Property Liens, and Santa Fe's remaining rights under the Olinda Purchase Agreement shall be assigned to Monterey without any warranties or representations by Santa Fe. On and after such closing, the defined term "Subject Assets" shall be deemed to include, and the defined term "Excluded Assets" shall be deemed to exclude, the Olinda Property for all purposes under this Agreement.
Sample 1
Transfer of Notes to Monterey. If the Close of Escrow (as defined in the Purchase and Sale Agreement, as amended) occurs on or before August 1, 1997, Monterey shall purchase, and Santa Fe shall sell, any promissory notes given by the buyer of the Property ("Buyer") as consideration for purchase of the Property (collectively, the "Notes") along with all liens, security interests, and other rights securing repayment of the Notes by Buyer (collectively, the "Property Liens"), for a purchase price equal to
Sample 1

Related to Transfer of Notes to Monterey

  • Transfer of Notes (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

  • Transfer of Note Each provision of this Note shall be and ---------------- remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.

  • Transfer of Beneficial Interests to Another Restricted Global Security A beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:

  • Transfer of Beneficial Interests to Another Restricted Global Note A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

  • Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership..................................................... 8 SECTION 3.2. The Certificate....................................................... 8 SECTION 3.3. Authentication of Certificate......................................... 8 SECTION 3.4. Registration of Transfer and Exchange of Certificate.................. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates..................... 9 SECTION 3.6.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Transfer of Beneficial Interests in the Same Global Note Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions will be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

  • Residual Interest and Transfer of Interests 6 Section 3.1. The Residual Interest. 6

  • Transfer Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes If any holder of a Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in a Transfer Restricted Global Note or to transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

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