Form Bxxx of Sale means the form of Bxxx of Sale attached hereto as Exhibit A.
Bxxx of Sale has the meaning set forth in Section 3.02(a)(i).
Xxxx of Sale means the Initial Xxxx of Sale or an Additional Xxxx of Sale, as applicable.
FAA Xxxx of Sale means the xxxx of sale for the Aircraft on AC Form 8050-2 executed by Manufacturer or an affiliate of Manufacturer in favor of Company and recorded with the FAA.
Initial Xxxx of Sale means the document, in the form of Attachment B hereto, executed by an authorized officer of SLM ECFC which shall (i) set forth the applicable Initial Loans offered by SLM ECFC and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, (ii) sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all rights, title and interest of SLM ECFC in the Initial Loans listed on that Xxxx of Sale and (iii) certify that the representations and warranties made by SLM ECFC as set forth in Sections 5 (A) and (B) of these Master Terms are true and correct.
Additional Xxxx of Sale means each document, in the form of Attachment D hereto, executed by an authorized officer of VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by VL Funding and (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all right, title and interest of VL Funding and of the VL Funding Eligible Lender Trustee on behalf of VL Funding in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Xxxx of Sale and (iii) certify that the representations and warranties made by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as set forth in Section 5(D) are true and correct.
Warranty Xxxx of Sale means the warranty (as to title) xxxx of sale covering the Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of Company and specifically referring to each Engine, as well as the Airframe, constituting a part of the Aircraft.
TERMS OF SALE IF YOU SUCCESSFULLY BID ON A PROPERTY, YOU WILL BE REQUIRED TO PAY THE ADVERTISED DEPOSIT WHICH MUST BE IN THE FORM OF CASH OR A CASHIER’S CHECK MADE PAYABLE TO YOURSELF. THIS IS A CASH SALE AND IS NOT CONTINGENT UPON THE BUYER’S ABILITY TO OBTAIN FINANCING. XXXXXXX MONEY IS NOT CONSIDERED AN “OPTION” PAYMENT. YOU ARE AGREEING TO CLOSE ON THE PROPERTY WHEN YOU SUCCESSFULLY BID ON THE TITLE: All properties will be sold with free and clear title. All properties are being sold subject to any ground rent of record. In the event there is an error in the advertised ground rent or the contract states “Fee Simple”, the Buyer shall take title with the existing ground rent of record and there shall not be a monetary penalty to the seller. In the event, there is an error regarding fee simple or ground rent in the chain of title including deeds, the Buyer shall take title with the existing ground rent of record and there shall not be a monetary penalty to the seller. In event of a ground rent escrow, the title company or settlement company agrees not to charge an escrow holding fee to the seller. If the Trustee/ Seller is unable to convey good and marketable title, the purchaser's sole remedy in law or equity shall be limited to the refund of the deposit. Upon refund of the deposit this sale shall be null and void and of no effect, and the purchaser shall have no further claim against the Trustee/ Seller or Auctioneers.
Notice of Sale The meaning ascribed thereto in Section 4.16.
Time of Sale as used in the Act, means 5:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on April 29, 2021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a Registration Statement pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has been filed with the Commission. All of the Public Securities have been registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, will be duly registered for public sale under the Act with the filing of such Rule 462(b)
Bill of Sale means a bill or bills of sale in a form substantially in conformance with the form attached as the Exhibit B hereto.
Time of Sale Disclosure Package means the Prospectus most recently filed with the Commission before the time of this Agreement, including any preliminary prospectus supplement deemed to be a part thereof, each Issuer Free Writing Prospectus, and the description of the transaction provided by the Underwriters included on Schedule II.
Contract of Sale means a contract for the sale of an object by a seller to a buyer which is not an agreement as defined in (a) above;
Time of Sale Prospectus means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time, together with the free writing prospectuses, if any, identified in Schedule B hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered Shares contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). All references in this Agreement to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus and the Prospectus shall include the documents incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which are “contained,” “included” or “stated” in, or “part of” the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, and all other references of like import, shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments or supplements to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, or the Prospectus, as the case may be. All references in this Agreement to (i) the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus or the Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Shares as contemplated by Section 3(n) of this Agreement. In the event that the Company has only one subsidiary, then all references herein to “subsidiaries” of the Company shall be deemed to refer to such single subsidiary, mutatis mutandis. The Company hereby confirms its agreements with the Underwriters as follows:
Bills of Sale means the FAA Xxxx of Sale and the Aircraft Xxxx of Sale.
Time of Sale Information means all information with respect to the offering of the Certificates which has been conveyed to an investor at the Time of Sale to such investor.
Date of sale means the date (normally shown on the instru- ment of conveyance or sale) that ownership of or title to real proper- ty, or control of the controlling interest in an entity that has a beneficial interest in real property, is delivered to the buyer/trans- feree in exchange for valuable consideration. In the case of a lease with option to purchase, the date of sale is the date when the pur- chase option is exercised and the property is transferred. "Date of sale," "date of transfer," "conveyance date," and "transaction date" all have the same meaning and may be used interchangeably in this chapter. The real estate excise tax is due on the date of sale.
Assignment and Conveyance An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.
Form of Assignment and Transfer means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.
UCC Filing Authorization Letter means a letter duly executed by each Loan Party authorizing the Collateral Agent to file appropriate financing statements on Form UCC-1 without the signature of such Loan Party in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage.
Capital Instruments Regulations means the Delegated Regulation and any other rules or regulations of the Relevant Authority or which are otherwise applicable to the Issuer or the Group (as the case may be and, where applicable), whether introduced before or after the Issue Date of the relevant Series of Notes, which prescribe (alone or in conjunction with any other rules or regulations) the requirements to be fulfilled by financial instruments for their inclusion in the Own Funds to the extent required under the CRD IV Package;
Assignment and Conveyance Agreement As defined in Subsection 6.01.
General Security Agreement means the general security agreement dated on or about the date hereof given by Borrower in favour of Lender in respect of the Obligations.
Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.
Public conveyance means a conveyance that the public or a portion of the public has access to and a right to use for transportation, including an airline, railroad, bus, boat, or other public conveyance.
Current Report shall have the meaning assigned to such term in Section 2.3.
Issuance Advice Letter means the Issuance Advice Letter filed with the CPUC pursuant to the Wildfire Financing Law and the Financing Order with respect to the Recovery Bonds.