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TRANSFER TO THE INSURER Sample Clauses

TRANSFER TO THE INSURER. If (i) there are one or more Outstanding Contracts at the end of the Collection Period ending immediately prior to the Class A-4 Final Scheduled Distribution Date and (ii) an amount sufficient to pay the Note Distributable Amount on the Class A-4 Final Scheduled Distribution Date has been deposited with the Indenture Trustee by the Insurer for the benefit of the Noteholders, then on the Class A-4 Final Scheduled Distribution Date, the Class A-4 Notes shall be deemed to be transferred by the Class A-4 Noteholders to the Insurer or its designee as purchaser thereof at the opening of business on the Class A-4 Final Scheduled Distribution Date and the Indenture Trustee shall execute, and the Trust Agent shall authenticate and deliver to the Insurer or its designee, in the name of the Insurer or its designee, as the case may be, a new Class A-4 Note evidencing the entire outstanding principal amount of the Class A-4 Notes. Such new Class A-4 Note shall have the same terms as the Class A-4 Notes deemed transferred by the Class A-4 Noteholders. No service charge shall be made for the issuance of such Class A-4 Note to the Insurer or its designee, but the Indenture Trustee or Trust Agent may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. Such transfer shall not diminish or restrict the Insurer's rights hereunder or under the Insurance Agreement.
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TRANSFER TO THE INSURER. If (i) there is one or more Outstanding Contracts at the end of the Due Period ending immediately prior to the Certificate Final Distribution Date and (ii) an amount sufficient to pay the Certificate Distributable Amount on the Certificate Final Distribution Date has been deposited with the Indenture Trustee by the Insurer for the benefit of the Certificateholders, then on the Certificate Final Distribution Date the Certificates shall be deemed to be transferred by the Certificateholders to the Insurer or its designee as purchaser thereof at the opening of business on the Certificate Final Distribution Date and the Owner Trustee, on behalf of the Trust, shall execute, and the Owner Trustee shall authenticate and deliver to the Insurer or its designee, in the name of the Insurer or its designee, as the case may be, a new Certificate evidencing the entire Certificate Balance. Such new Certificate shall have the same terms as the Certificates deemed transferred by the Certificateholders. No service charge shall be made for the issuance of such Certificate to the Insurer or its designee, but the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. Such transfer shall not diminish or restrict the Insurer's rights hereunder or under the Insurance Agreement.
Sample 1Sample 2Sample 3See All (21)
TRANSFER TO THE INSURER. If (i) there is one or more Outstanding Contracts at the end of the Due Period ending immediately prior to the Class A-4 Final Scheduled Distribution Date and (ii) an amount sufficient to pay the Note Distributable Amount on the Class A-4 Final Scheduled Distribution Date has been deposited with the Indenture Trustee by the Insurer for the benefit of the Class A-4A Noteholders and Class A-4B Noteholders then on the Class A-4 Final Scheduled Distribution Date the Class A-4A Notes and Class A-4B Notes shall be deemed to be transferred by the Class A-4A Noteholders and Class A-4B Noteholders, respectively, to the Insurer or its designee as purchaser thereof at the opening of business on the Class A-4 Final Scheduled Distribution Date and the Owner Trustee, on behalf of the Trust, shall execute, and the Indenture Trustee shall authenticate and deliver to the Insurer or its designee, in the name of the Insurer or its designee, as the case may be, a new Class A-4A Note and Class A-4B Note evidencing the entire respective Class Balances. Such new Class A-4A Note and Class A-4B Note shall have the same terms as the Class A-4A Notes and Class A-4B Notes, respectively, deemed transferred by the Class A-4A Noteholders and Class A-4B Noteholders. No service charge shall be made for the issuance of such Class A-4A Note and Class A-4B Note to the Insurer or its designee, but the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. Such transfer shall not diminish or restrict the Insurer's rights hereunder or under the Insurance Agreement.
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TRANSFER TO THE INSURER. 72 4 TABLE OF CONTENTS (Cont'd.)
Sample 1
TRANSFER TO THE INSURER. If (i) there is one or more Outstanding Contracts at the end of the Collection Period ending immediately prior to the Certificate Final Scheduled Distribution Date and (ii) an amount sufficient to pay the Certificate Distributable Amount on the Certificate Final Scheduled Distribution Date has been deposited with the Indenture Trustee by the Insurer for the benefit of the Certificateholders, then on the Certificate Final Scheduled Distribution Date the Certificates shall be deemed to be transferred by the Certificateholders to the Insurer or its designee as purchaser thereof at the opening of business on the Certificate Final Scheduled Distribution Date and the Owner Trustee, on behalf of the Trust, shall execute, and the Owner Trustee shall authenticate and deliver to the Insurer or its designee, in the name of the Insurer or its designee, as the case may be, a new Certificate evidencing the entire Certificate Balance. Such new Certificate shall have the same terms as the Certificates deemed transferred by the Certificateholders.
Sample 1
TRANSFER TO THE INSURER. Noteholders to the Insurer or its designee as purchaser thereof at the opening of business on the Class A-4 Final Scheduled Distribution Date and the Owner Trustee, on behalf of the Trust, shall execute, and the Indenture Trustee shall authenticate and deliver to the Insurer or its designee, in the name of the Insurer or its designee, as the case may be, a new Class A-4 Note evidencing the entire Note Balance. Such new Class A-4 Note shall have the same terms as the Class A-4 Notes deemed transferred by the Class A-4 Noteholders. No service charge shall be made for the issuance of such Class A-4 Note to the Insurer or its designee, but the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. Such transfer shall not diminish or restrict the Insurer's rights hereunder or under the Insurance Agreement. ARTICLE TEN
Sample 1
TRANSFER TO THE INSURER. If (i) there is one or more Outstanding Contracts at the end of the Due Period ending immediately prior to the Class A-3 Final Distribution Date and (ii) an amount sufficient to pay the Class A-3 Distributable Amount on the Class A-3 Final Distribution Date has been deposited with the Indenture Trustee by the Insurer for the benefit of the Class A-3 Noteholders, then on the Class A-3 Final Distribution Date the Class A-3 Notes shall be deemed to be transferred by the Class A-3 Noteholders to the Insurer or its designee as purchaser thereof at the opening of business on the Class A-3 Final Distribution Date and the Owner Trustee, on behalf of the Trust, shall execute, and the Owner Trustee shall authenticate and deliver to the Insurer or its designee, in the name of the Insurer or its designee, as the case may be, a new Class A-3 Note evidencing the entire Note Balance. Such new Certificate shall have the same terms as the Certificates deemed transferred by the Class A-3 Noteholders. No service charge shall be made for the issuance of such Class A-3 Note to the Insurer or its designee, but the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. Such transfer shall not diminish or restrict the Insurer's rights hereunder or under the Insurance Agreement. ARTICLE TEN
Sample 1

Related to TRANSFER TO THE INSURER

  • Delivery of Documents to the Investment Manager The Sub-Adviser has furnished the Investment Manager with true, correct and complete copies of each of the following documents: (a) The Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission as of the date hereof; (b) The Sub-Adviser's most recent balance sheet; (c) Separate lists of persons who the Sub-Adviser wishes to have authorized to give written and/or oral instructions to Custodians of Company assets for the Fund; and (d) The Code of Ethics of the Sub-Adviser, as in effect on the date hereof. The Sub-Adviser will furnish the Investment Manager from time to time with copies, properly certified or otherwise authenticated, of all amendments of or supplements to the foregoing, if any. Such amendments or supplements will be provided within 30 days of the time such materials become available to the Sub-Adviser. Any amendments or supplements to the foregoing will not be deemed effective with respect to the Investment Manager until the Investment Manager's receipt thereof. The Sub-Adviser will provide additional information as the Investment Manager may reasonably request in connection with the Sub-Adviser's performance of its duties under this Agreement.

  • Deliveries at the Closing At the Closing, (i) Seller will deliver to Purchaser the various agreements, certificates, instruments, and documents referred to in Section 8.1 below; (ii) Purchaser will deliver to Seller the various certificates, instruments, and documents referred to in Section 8.2 below; (iii) Seller, and Intervener, where applicable, will execute, acknowledge (if appropriate), and/or deliver to Purchaser (A) a xxxx of sale substantially in the form attached hereto as Exhibit “A”, (B) a real estate limited warranty deed executed by 1245 Properties in substantially the form attached hereto as Exhibit “F” (C) an assignment of Intellectual Property rights in substantially the forms attached hereto as Exhibit “B”, (D) a counterpart of the shared services agreement in substantially the form attached hereto as Exhibit “C” (the “Shared Services Agreement”), (E) a Seller non-compete and non-solicitation agreement in substantially the form attached hereto as Exhibit “D”, (F) a counterpart to an assignment and assumption agreement in substantially the form attached hereto as Exhibit “E” (the “Assignment and Assumption”), (G) an assignment of each Real Property Lease in substantially the form of Exhibit “O” attached hereto, (H) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (I) such other instruments of sale, transfer, conveyance, and assignment as Purchaser and its counsel reasonably may request, including assignments of all domain names involved; (iv) Purchaser will execute, acknowledge (if appropriate), and deliver to Seller (A) a counterpart of the Assignment and Assumption, (B) a counterpart of the Shared Services Agreement, (C) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (D) such other instruments of assumption as Seller and its counsel reasonably may request; and (v) Purchaser will deliver to Seller the Purchase Price,

  • Delivery to the Custodian The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered with respect to each Mortgage Loan pursuant to the Custodial Agreement, shall be delivered to the Custodian all in compliance with the specific requirements of the Custodial Agreement. With respect to each Mortgage Loan, the Seller will be in possession of a complete Mortgage File in compliance with Exhibit A hereto, except for such documents as will be delivered to the Custodian;

  • DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

  • At the Closing (i) Echo shall, and the Echo Shareholders shall cause Echo to, contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from Echo, shares of common stock of Echo Holdco representing the Echo Contributed Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Contribution”). In consideration of the Echo Contribution, the Company shall, at the Closing, (A) issue Units to Echo representing a Membership Percentage equal to 30.0% (before taking into account the Employee Pool), subject to adjustment as set forth herein, and Echo shall accept such Units, and (B) admit Echo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Echo Membership Consideration”). (ii) Each outstanding and unexercised vested (or vesting upon the Closing) Echo Holdco Option with an exercise price less than the Echo Per Share Purchase Price shall immediately and automatically be forfeited and cancelled, and the Echo Optionholder thereof (a “Vested Optionholder”) shall be entitled to receive in exchange therefor (i) an amount of the Echo Purchase Price (including any additional payments pursuant to Section 2.03(a)) equal to such Vested Optionholder’s pro rata portion (based on such Vested Optionholder’s Echo Deemed Option Shares Outstanding) of the Total Echo Option Cash Amount and (ii) Echo Securities (with equivalent value to such vested (or vesting upon the Closing) Echo Holdco Options other than those Echo Holdco Options receiving a portion of the Echo Purchase Price in clause (i) above) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iii) Each Echo Holdco Option (i) that was outstanding but unvested immediately prior to the Closing and (ii) that was outstanding and vested (or vesting upon the Closing) with an exercise price greater than or equal to the Echo Per Share Purchase Price, shall immediately and automatically be forfeited and cancelled and the Echo Optionholder thereof shall be entitled to receive in exchange thereof Echo Securities (with equivalent value to such Echo Holdco Options) subject to terms to be agreed upon by MCK, Echo and Echo Holdco. (iv) The Echo Shareholders shall sell to the Company, and the Company will purchase from the Echo Shareholders, free and clear of all Liens (other than Permitted Liens), shares of common stock of Echo Holdco (allocated among the Echo Shareholders as determined by Echo Holdco prior to Closing and set forth on the Estimated Echo Closing Statement) representing the Echo Purchase Price Percentage of the issued and outstanding capital stock of Echo Holdco, subject to the terms and conditions of this Agreement (the “Echo Holdco Share Transfer” and, together with the Echo Contribution, the “Echo Contributions and Transfers”). At the Closing, the Company shall deliver to the Echo Shareholders, as the aggregate purchase price for the shares transferred to the Company pursuant to the Echo Holdco Share Transfer and Vested Optionholders, an amount equal to the Echo Purchase Price, in immediately available funds by wire transfer to accounts for the benefit of the Echo with a bank in the United States designated by the Echo Representative by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “Echo Holdco Sale Consideration” and, together with the Echo Membership Consideration, the “Echo Membership and Sale Consideration”). (v) MCK shall cause one or more of its wholly-owned, direct or indirect Subsidiaries (each, an “MCK Contributor”) to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from the MCK Contributors, 100% of the Core MTS Business (including the MCK Licensed Intellectual Property but excluding the MCK IPCo Owned Intellectual Property and the equity interests of certain MCK Contributed Entities (the “MCK DRE Contributed Entities”)), subject to the terms and conditions of this Agreement (the “Non-IP Contribution”). In consideration of the Non-IP Contribution, the Company shall, at the Closing, (i) issue Units to the MCK Contributors representing an aggregate Membership Percentage equal to the Non-IP Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause the MCK Contributors to accept such Units, and (ii) admit each MCK Contributor as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement (the “Non-IP Membership Consideration”). (vi) MCK shall cause MCK IPCo to contribute, convey, transfer, assign and deliver, or cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, free and clear of all Liens (other than Permitted Liens), and the Company will accept from MCK IPCo, the MCK IPCo Owned Intellectual Property and the equity interests of the MCK DRE Contributed Entities, subject to the terms and conditions of this Agreement (the “MCK IPCo Contribution” and, together with the Non-IP Contribution, the “MCK Contributions”). In consideration of the MCK IPCo Contribution, the Company shall, at the Closing, (i) issue Units to MCK IPCo representing a Membership Percentage equal to the MCK IPCo Initial Percentage, subject to adjustment as set forth herein, and MCK shall cause MCK IPCo to accept such Units, (ii) admit MCK IPCo as a Member, with the rights, powers, obligations and duties set forth in the LLC Agreement, and (iii) assume the MCK Promissory Note (the “IPCo Membership Consideration” and, together with the Non-IP Membership Consideration, the “MCK Membership Consideration”). On the Closing Date, the Company shall repay the MCK Promissory Note Principal Amount in full satisfaction thereof in immediately available funds by wire transfer to an account of MCK with a bank in New York City designated by MCK, by notice to the Company, which notice shall be delivered not later than two Business Days prior to the Closing Date (the “MCK Note Payment”). (vii) Immediately after consummation of the Echo Contributions and Transfer and the MCK Contributions, the Company shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Intermediate Holdings, which in turn shall contribute all the assets and liabilities from the Echo Contributions and Transfer and the MCK Contributions to NewCo Holdings, in each case for which no additional equity interests of NewCo Intermediate Holdings or NewCo Holdings will be issued.

  • Additional Information to be Furnished to the Issuing Entity The Administrator shall furnish to the Issuing Entity from time to time such additional information regarding the Collateral as the Issuing Entity shall reasonably request.

  • Repayment to the Issuer Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or interest on, any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on its written request unless an abandoned property law designates another Person or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof unless an abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

  • Payment Agent Prior to the Effective Time, Parent shall select a bank or trust company reasonably acceptable to the Company to act as the payment agent for the Merger (the “Payment Agent”).

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Confirmation to the Company If acting as sales agent hereunder, the Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has placed Shares hereunder setting forth the number of shares sold on such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof.

Most Referenced Clauses

Most Referenced Definitions