Transfer to the buyer. If the transferring Xxxxxxxxxxx then decides to proceed with the proposed transfer, he shall transfer all (but not less than all) of the Disposed Shares to the transferee specified in the Transfer Notice on the terms and conditions specified therein. It shall be a condition of the validity of the transfer that the transferee become a party to this Agreement. The other Shareholders will have the right to verify, directly or through a third party, the effective application of the terms and conditions specified in the Transfer Notice. If the shares are then transferred on terms or conditions more favorable to the transferee than those initially notified to the other Shareholders, the transfer shall not be valid and, thereupon, the Disposed Shares shall again be subject to the Preemptive Rights of the non-transferring Shareholders on the terms and conditions granted to the proposed transferee.
Transfer to the buyer. On the Purchase Date for each Transaction, ownership of the Purchased Loans shall be transferred to the Buyer against the simultaneous transfer by the Buyer of the Purchase Price to the Loan Funding Account for the benefit of the Seller, simultaneously with the delivery to the Buyer of the Purchased Loans relating to each Transaction. With respect to the Purchased Loans being sold by the Seller on a Purchase Date, effective upon payment of the Purchase Price therefor, the Seller hereby sells, transfers, conveys and assigns to the Buyer, subject to the terms of this Agreement, all right, title and interest of the Seller in and to the Purchased Loans together with all right, title and interest in and to the products and proceeds related thereto. The foregoing assignment, transfer and conveyance does not constitute and is not intended to result in any assumption by the Buyer of any obligation of the Seller to the Customer(s), insurers or any other Person in connection with any Purchased Loan, the Purchased Loans Records or the Purchased Loans Support therefor, any insurance policies or any agreement or instrument relating to any of them. The Loan Schedule included with the Purchase Request submitted to the Buyer in connection with each Transaction is incorporated by reference into this Agreement and made an integral part hereof, provided that such Loan Schedule shall be replaced by the Loan Schedule or other list or schedule sent or made available (which may be by email or other electronic means) by the Buyer to the Seller listing only those Mortgage Loans which the Buyer has agreed to purchase in such Transaction (and thereby have become Purchased Loans). For purposes of identifying each and every Purchased Loan as of any Determination Date, the Buyer is hereby authorized to maintain a list or schedule identifying all Purchased Loans then subject to this Agreement, or otherwise to record such information in the Buyer’s internal records, and any such list, schedule or other recordation shall constitute, absent manifest error, conclusive evidence of the accuracy of the information so recorded; provided that the failure to make a notation or the inaccuracy of any notation shall not limit or otherwise affect the Obligations.
