Sale of Note. The Note or a partial interest in the Note, together with this Security Instrument, may be sold or otherwise transferred one or more times. Upon such a sale or other transfer, all of Lender’s rights and obligations under this Security Instrument will convey to Xxxxxx’s successors and assigns.
Sale of Note. B-1, Note B-2, Note A-1 and Note A-2.
(a) Each Note B Holder agrees that it will not Transfer all or any portion of its respective B Note without each Senior Note Holder’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided, that (i) each Note B Holder shall have the right to Transfer its respective Note, or any portion thereof, to a Qualified Institutional Lender without obtaining such Senior Note Holder’s prior written consent, provided, that promptly after the Transfer, each Senior Note Holder is provided with (x) a representation from a transferee or such Note B Holder certifying that such transferee is a Qualified Institutional Lender, (y) a copy of the assignment and assumption agreement referred to in Section 20 and (z) such transfer would not cause such B Note to be held by more than five persons nor cause there to be no one person owning a majority of the B Note and (ii) if the Note B Holder wants to Transfer a B Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender after a Securitization, no consent of applicable Senior Note Holder shall be required, but such Note B Holder shall first obtain (and deliver to the applicable Senior Note Holder) Rating Agency Confirmation. If Note B is held by more than one Note B Holder at any time, the holders of a majority of the Principal Balance of Note B shall immediately appoint a representative to exercise all rights of Note B hereunder. Notwithstanding the foregoing, without each Senior Note Holder’s prior consent, which may be withheld in such Senior Note Holder’s sole discretion, each Note B Holder shall not Transfer all or any portion of Note B to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The Note B Holder agrees it will pay the reasonable out of pocket expenses of each Senior Note Holder (including all expenses of the Master Servicer and the Special Servicer) in connection with any such Transfer. The Agent shall provide two Business Days prior written notice to each Rating Agency of any Transfer. Each Senior Note Holder agrees that it will not Transfer its related Note except to a Qualified Institutional Lender. Promptly after the Transfer, each non-transferring Senior Note Holder shall be provided with (x) a representation from a transferee or the applicable Senior Note Holder certi...
Sale of Note. Subject to the terms of this Agreement, the Borrower will sell to the Corporation and the Corporation will purchase from the Borrower the Note in the principal amount of $150,000,000 at a price of 100% of such principal amount. The sale of the Note will take place immediately after the execution and delivery of this Agreement and upon the delivery,
(a) by the Borrower to the Corporation of the Note, duly executed and dated May 3, 2000, together with all such assignments, documents and other instruments as may be required by the Corporation to enable it to effect the issuance of Series X Debentures referred to in Section 1, and
(b) by the Corporation to the Borrower of a certified or official bank check or checks in clearing house funds (or in such other form as shall be acceptable to the Borrower) in an amount equal to $150,000,000; provided, however, that the obligation of the Corporation to purchase the Note shall be subject to the condition that, concurrently with the closing in respect of such purchase, the Corporation shall have issued and sold, and shall have received payment for, Series X Debentures in an aggregate principal amount equal to the sum of the principal amount of the Note.
Sale of Note. Subject to the terms and conditions of this Agreement, the Company agrees to purchase from the Holder, and the Holder agree to sell to the Company, the Note identified on Schedule A hereto, in the principal amount and for an aggregate purchase price set forth on Schedule A hereto. The purchase and sale of the Note shall take place at the offices of Xxxxxx Godward Kronish, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 at 9:00 A.M. (local time), on July 8, 2008 (which time and place are designated as the “Closing” and the date thereof the “Settlement Date”). At the Closing, the Holder shall deliver to the Company the Note, duly endorsed or accompanied by an assignment duly endorsed and in a form acceptable to the Trustee, against payment of the aggregate purchase price described on Schedule A hereto (the “Purchase Price”), by wire transfer in the amounts and using the wire transfer instructions to be provided separately to the Company by Holder. Upon receipt by the Holder of the Purchase Price, the Company shall become the legal and beneficial owner of the Note and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Note. The Holder hereby agrees that upon receipt of the Purchase Price, the Note shall be cancelled and the Company shall have no further obligation to the Holder thereunder.
Sale of Note. This Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state. This Note may not be sold, transferred, pledged or hypothecated in the absence of an effective registration statement for this Note, under the Securities Act, as amended, and such registration or qualification as may be necessary under the securities laws of any state or pursuant to an exemption such that registration or qualification is not required. This Note shall be registered on the books of the Borrower, which shall be kept at its principal office for that purpose and shall be transferable only on said books by the registered Holder hereof in person or by the registered Holder’s duly authorized attorney upon surrender of this Note properly endorsed, and only in compliance with the provisions of the preceding paragraph. This Note may not be assigned except pursuant to the terms of Section 10.6 of the Loan Agreement.
Sale of Note. Lender may, at any time, sell, transfer pledge or assign the Note, this Agreement, the Pledge Agreements and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein.
Sale of Note. Lender shall have the right at any time and from time to time (i) to sell or otherwise transfer the Loan or any portion thereof or the Loan Documents or any interest therein to one or more investors, or (ii) to sell participation interests in the Loan to one or more investors. In connection with any such sale, transfer or participation of the Loan or any portion thereof, Borrower, at no cost to Borrower and with no change in interest rate except as such rate may be adjusted each Interest Period hereunder, shall use all reasonable efforts and cooperate fully and in good faith with Lender and otherwise assist Lender in consummating any such sale, transfer or participation. All information regarding Borrower, Guarantor or the Property may be furnished, without liability to Lender, to any prospective purchaser or participant in the Loan. All documents, financial statements, appraisals and other data relevant to Borrower, Guarantor or the Loan may be exhibited to and retained by any such purchaser or participant in its files. In such event, Lender or the servicer shall provide Borrower with full contact information for each owner and servicer of the Loan.
Sale of Note. Subject to the terms and conditions herein contained and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to you and you agree to purchase from the Company on the date hereinafter specified, the Note at a price equal to 100% of the principal amount thereof. The Note will be delivered to you on August 28, 2009 (the “Closing Date”). Delivery of the Note on the Closing Date will be made at the offices of Chxxxxx xnd Cuxxxx XLP, 110 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 xgainst payment therefor in Federal or other funds current and immediately available which shall be pursuant to written payment instructions delivered by the Company to you prior to the Closing Date. The Note will be delivered to you on the Closing Date in the principal amount then to be purchased by you, registered in your name or in the name of such nominee as specified on Schedule I attached to the Escrow and Servicing Agreement.
Sale of Note. Subject to the terms and conditions hereof, the ------------ Company will issue and sell to the Purchaser and the Purchaser will buy from the Company the Note for an amount of $3.75 million. Such purchase price shall be paid in the manner set forth in Section 2.2. The number of shares of Common Stock into which the Note is convertible shall be subject to certain adjustment provisions.
Sale of Note. Subject to the terms and conditions hereof, the Company will issue and sell to the Holder, and the Holder will purchase from the Company for the Principal Amount, the Note. The Note and the shares of common stock of the Company (the "Shares") issued upon conversion of the Note are sometimes collectively referred to herein as the "Securities."
