by the Purchaser definition

by the Purchaser in the event such tax is due and payable on or after the Closing Date, and that in either case, the non-paying party shall promptly pay the paying party an amount equal to the amount of such tax times a fraction, the numerator of which, in the case such non-paying party is the Seller, is the number of days elapsed from July 1, 1998 to and through the day before the Closing Date and, in the case such non-paying party is the Purchaser, the number of days from and after the Closing Date through and including June 30, 1999, and the denominator of which, in both cases, is 365.

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by the Purchaser. (i) if, prior to the Closing Date, the Board of Directors of the Purchaser determines that it will not recommend approval of the Merger by the stockholder of Purchaser (or if such recommendation is withdrawn) or (ii) in the event of a breach by Company of any material term or condition hereof. Any unilateral termination of this Agreement permitted by this Section 7.01 shall be effective upon the giving of the written notice by the terminating party in the manner provided herein.

Examples of by the Purchaser in a sentence

• A certificate by an officer of the Assignee/Bank as to the costs and expenses of, in connection with and resulting from such resale shall be accepted by the Purchaser as correct and conclusive.

• The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.

• The Mortgage Loan Seller shall provide the Purchaser with such information about itself, the Mortgage Loans and the underwriting and servicing procedures applicable to the Mortgage Loans as is (i) required under the provisions of Regulation AB, (ii) required by a Rating Agency or a governmental agency or body or (iii) reasonably requested by the Purchaser for use in a private disclosure document.

• Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).

• All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Mortgage Loan Seller delivered pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect of any Mortgage Loan.

• Unless specified otherwise in the Proclamation of sale, if the sale of this property is subjected to Tax, such Tax will be payable and borne by the Purchaser.

• In each case, such delivery shall be made in a form readily convertible to an ▇▇▇▇▇ compatible form, or in such other form as otherwise agreed by the Purchaser, the Certificate Administrator and the Mortgage Loan Seller.

• This Agreement may be amended only by a written instrument which specifically refers to this Agreement and is executed by the Purchaser and the Seller.

• Following the transfer of the Mortgage Loans by the Seller to the Purchaser, the Seller shall not take any actions inconsistent with the ownership of the Mortgage Loans by the Purchaser and its assignees.

• Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.