Wire Instructions. [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that (i) submission of a Return Bid in respect of the Term Loans will constitute a binding agreement between the Assignor and the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement; (ii) Term Loans will be deemed to have been accepted by the Assignee to the extent such Term Loans are validly offered by Assignor to Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Term Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction); and (iii) it does not have any withdrawal rights with respect to any offer to assign of its Term Loans. Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Term Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Term Loans, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.] [Signature page follows] [In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that its offer to assign Term Loans pursuant to the Auction Procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment.] The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Accepted: XXXXXXX XXXXX BANK USA, as Administrative Agent [and Auction Manager] By: Authorized Signatory ANNEX 1 STANDARD TERMS AND CONDITIONS FOR AFFILIATE ASSIGNMENT AND ASSUMPTION AGREEMENT
Wire Instructions. Any part of the Liquidity Amount to be disbursed into the Operations Reserve shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "A." Any part of the Liquidity Amount to be disbursed into the Withdrawing Member shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "B." Any part of the Liquidity Amount to be disbursed to Subsidiary shall be disbursed by wire transfer of immediately available funds in accordance with the wire instructions attached hereto as EXHIBIT "C." To the extent that any of the attached wiring instructions require Escrowee to notify a person or party by telephone or fax of such wire, the amount of such wire, the date and time of the sending of such wire and the Fed Reference Number for such wire, Escrowee shall comply with such instructions. Cordish Affiliate shall have the right, from time to time, to change the wire instructions applicable for disbursements into the Operations Reserve by Notice to the other parties hereto. Withdrawing Member shall have the right, from time to time, to change the wire instructions applicable for disbursements to Withdrawing Member by Notice to the other parties hereto. Subsidiary shall have the right, from time to time, to change the wire instructions applicable for disbursements to Subsidiary by Notice to the other parties hereto. Any such change of wire instructions by a party hereto or Withdrawing Member shall become effective five (5) Business Days after the effective date of such Notice to Escrowee.
Wire Instructions. Wire instructions for Xxxxxxxxx, Xxxxxxxxx & Xxxx, LLP are as follows:
Wire Instructions. The Company shall have provided the Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Company.
Wire Instructions. The Assignee’s wire transfer instructions for purposes of all remittances and payments related to the Mortgage Loans and the Agreements is: Bank: Citibank, N.A. City: New York, New York ABA Routing Number: 000000000 For Credit to: Xxxxxxx Xxxxx Mortgage Company Account No.: 00000000 Attn: Xxxxxx Xxxxxxxxx
Wire Instructions. Wire instructions for CWT are as follows: CHASE PRIVATE BANK 1211 Avenue of the Americas, 37th Floor New York, NY 10036 XXX#000000000 Xxxxxxxxxx Xxxxxxsham & Taft Xximary Trust Account X/C#900-007234 For the benefit of Immtech International, Inc.
Wire Instructions. The Purchasers shall have received not less than two Business Days prior to the Closing Date wire instructions prepared by the Issuer as to all wire transfers or other payments to be effected on the Closing Date in connection with the Transactions to be consummated on the Closing Date pursuant to this Agreement, which wire instructions shall identify the payor and payee of each such wire transfer or payment, shall describe the manner of transfer or payment and shall otherwise be satisfactory in form and substance to the Purchasers.
Wire Instructions. Bank Name: City, State: ABA #: Account #: A/C Name: Please acknowledge receipt of this letter in the space provided below and return it to Seller. This letter supersedes and replaces any prior notice specifying the name of Seller and the Seller's Wire Instructions and shall remain in effect until superseded and replaced by a letter, in the form of this letter, executed by us and acknowledged by you. Very truly yours, [SELLER] Name:___________________________ Title:__________________________ Receipt acknowledged by: XXXXX XXXXXX REAL ESTATE SECURITIES INC. By: ________________________ Name: Title: _____________________________ . The authorized officer of executing this letter must be the same authorized officer as signs the Seller's Release. Applicable only if there is no Warehouse Lender. EXHIBIT I.1 [PURCHASER'S WIRE INSTRUCTIONS TO SELLER] Wire Instructions: ----------------- Bank Name: City, State: ABA #: Account #: A/C Name: Ref: [Name of Seller] [PURCHASER'S WIRE INSTRUCTIONS TO CUSTODIAN] Date:__ [Custodian] [Address] Re: Whole Loan Purchaser Program ---------------------------- Ladies and Gentlemen: Set forth below are the Purchaser's Wire Instructions to Custodian (as defined in all Conforming Mortgage Loan Custodial Agreements used in the above- referenced program). Wire Instructions: ----------------- Bank Name: City, State: ABA #: Account #: Account Name: Please acknowledge receipt of this letter in the space provided below and return it to Xxxxx Xxxxxx Real Estate Securities Inc. ("Purchaser"). This letter supersedes and replaces any prior notice specifying the name of Purchaser and the Purchaser's Wire Instructions to Custodian and shall remain in effect until superseded and replaced by a letter, in the form of this letter, executed by us and acknowledged by you. Very truly yours, XXXXX XXXXXX REAL ESTATE SECURITIES INC. By: Name: Title: Receipt acknowledged by: [CUSTODIAN] By: ____________________ Name: __________________ Title: _________________ [NOTICE BY ASSIGNEE TO CUSTODIAN OF PURCHASER'S DEFAULT] [Custodian] [Address] Re: Whole Loan Purchase Program --------------------------- Ladies and Gentlemen: Notice is hereby given that Purchaser has materially defaulted in its obligations under an agreement between Assignee and Purchaser relating to the financing by Assignee of Purchaser's purchase of Mortgage Loans described on Schedule 1 hereto. Assignee hereby (i) directs that Custodian act with respect to the related mortgage files solely in ...
Wire Instructions. To: _____________________________________ Acknowledged and agreed to this ___ day of July, 2013 LEGEND OIL AND GAS, LTD. By: _____________________ Name: Title: EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: July __, 2013 Original Conversion Price (subject to adjustment herein): $0.0561 $1,008,000 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 1, 2014 THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of Legend Oil and Gas, Ltd, a Colorado corporation, (the “Company”), having its principal place of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due December 1, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). FOR VALUE RECEIVED, the Company promises to pay to HILLAIR CAPITAL INVESTMENTS L.P. or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $1,008,000 on December 1, 2014 (the “Maturity Date”) or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof. This Debenture is subject to the following additional provisions:
Wire Instructions. All Comprehensive Resolution Payments shall be made in accordance with the terms of the License Agreement.
