Breaching Seller definition

Breaching Seller. As defined in Section 3.3(b).
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Breaching Seller has the meaning set forth in Section 11.3(b). “Burdensome Condition” has the meaning set forth in Section 7.1(d). “Business” means the business of the Acquired Companies and their respective Affiliates as of the Closing Date, including cloud native application protection platform (CNAPP), cloud infrastructure entitlements management (CIEM), cloud security posture management (CSPM), cloud workload protection
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Breaching Seller is defined in Section 11.12.
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Examples of Breaching Seller in a sentence

  • The Breaching Seller shall pay all costs and expenses incurred in connection with the repurchase of any Mortgage Loan and the substitution for any Deleted Mortgage Loan.

  • The Breaching Seller shall deposit in the Account the Monthly Payment due on each Qualified Substitute Mortgage Loan in the month following the date of such substitution (with the interest portion thereof adjusted to the applicable Net Rate), and the Monthly Payment due with respect to such Qualified Substitute Mortgage Loan in the month of substitution shall be retained by the Breaching Seller.

  • For the month of substitution, distributions to the Purchaser shall include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Breaching Seller shall thereafter be entitled to retain all amounts subsequently received by the Breaching Seller in respect of such Deleted Mortgage Loan.

  • The Breaching Seller shall bear any and all fees of MERS relating to the actions authorized under this Section 3.3(d).

  • The Breaching Seller shall also take such actions with respect to the documents pertaining to each such Qualified Substitute Mortgage Loan as are required to be taken pursuant to Section 2.2(d) with respect to the Mortgage Loans originally subject to this Agreement.

  • If the Breaching Seller has no Qualified Substitute Mortgage Loan(s), then the Breaching Seller shall repurchase the Mortgage Loan or Mortgage Loans, as the case may be, in the manner provided in this Section 3.3(b).

  • Accordingly, pursuant to Section 2.4(c) of the Servicing Agreement, the Breaching Seller shall deposit from its own funds (and without any right of reimbursement therefor) into the Account an amount equal to the amount of such shortfall.

  • Notwithstanding the foregoing, if the Breaching Seller discovers or receives notice of any such breach or defect, and if the affected Mortgage Loan has not been subject to a Pass-Through Transfer, the Breaching Seller may remove any such Mortgage Loan (a “Deleted Mortgage Loan”), rather than repurchase any such Mortgage Loan as provided above, and substitute in its place a Qualified Substitute Mortgage Loan(s).

  • The Breaching Seller shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan(s) and shall give written notice to the Purchaser that such substitution has taken place, which notice shall have attached thereto a copy of such amended Mortgage Loan Schedule in hard copy or “read-only” electronic format (as reasonably acceptable to such Breaching Seller and the Purchaser).

  • Notwithstanding the foregoing, upon discovery of a breach of any representation or warranty which would cause a Mortgage Loan to be other than a "qualified mortgage" within Section 860G(a)(3) of the Code, the Breaching Seller shall either cure or repurchase the affected Mortgage Loan within 75 days.

Related to Breaching Seller

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Direct seller means a person selling consumer products to individuals for personal or household use and not from a fixed retail location, including selling such product at in-home product demonstrations, parties, and other one-on-one selling.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Selling Party has the meaning set forth in the definition of “Net Sales.”

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Transferring Member has the meaning set forth in Section 9.4.

  • Prospective Buyer means any person or entity negotiating or offering to become an owner or lessee of residential real property by means of a transfer for value to which this Act applies.

  • Defaulting Purchaser means any Related Committed Purchaser or LC Participant, as applicable, that (a) has failed to (i) perform its obligation to fund any portion of its Purchases or Participation Advances or (ii) pay over to the Administrator or any Purchaser any other amount within two Business Days of the date required to be funded or paid by it hereunder, unless, in the case of clause (i) above, such Related Committed Purchaser or LC Participant, as applicable, notifies the Administrator and the Seller in writing that such failure is the result of such Related Committed Purchaser’s or LC Participant’s, as applicable, good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Seller, the Administrator or any Purchaser in writing, or has made a public statement to the effect, that it does not intend to comply with any of its funding obligations under this Agreement or any other Transaction Document or generally under other agreements in which it commits or extends credit (unless such writing or public statement relates to such Related Committed Purchaser’s or LC Participant’s, as applicable, obligation to fund any portion of its Purchases or Participation Advances and states that such position is based on such Related Committed Purchaser’s or LC Participant’s, as applicable, good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied), (c) has failed, within three Business Days after written request by the Administrator or the Seller, to confirm in writing in a manner satisfactory to the Administrator and the Seller, that it will comply with the terms of this Agreement and the other Transaction Documents relating to its obligations to fund prospective Purchases and Participation Advances under this Agreement (provided that such Related Committed Purchaser or LC Participant, as applicable, shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Administrator and the Seller), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy or insolvency proceeding or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity; provided that, for the avoidance of doubt, a Related Committed Purchaser or LC Participant, as applicable, shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in such Related Committed Purchaser or LC Participant, as applicable, or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Related Committed Purchaser or LC Participant, as applicable, with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Related Committed Purchaser or LC Participant, as applicable (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Related Committed Purchaser or LC Participant, as applicable.

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

  • Defaulting Shareholder has the meaning set out in clause 16.7;

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Founder means, in respect of an issuer, a person who,

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.