Portfolio Sale Sample Clauses

Portfolio Sale. (a) Any time after the date which is eighteen (18) months after the date of the acquisition of the Properties by the Underlying Partnership, a Party (for purposes of this SECTION 8.6, the "PORTFOLIO SELLING PARTY") shall have the right to cause (i) the Partnership to sell all (but not less than all) of the Partnership Properties to any unaffiliated third-party Person, subject to compliance with this SECTION 8.6; PROVIDED, HOWEVER, that such right may only be exercised in connection with an election, pursuant to Section 10.01(e) of the Underlying Partnership Agreement, to liquidate the Underlying Partnership, in which case the Party whose Affiliate elected such liquidation shall be the "Portfolio Selling Party" hereunder. If the Portfolio Selling Party desires to sell the Partnership Properties, the Portfolio Selling Party shall give the other Party (for purposes of this SECTION 8.6, the "REMAINING PARTY") written notice of its desire to do so (the "PORTFOLIO OFFER NOTICE"), which Portfolio Offer Notice shall state the aggregate price, measured in dollars and payable solely in cash or immediately available funds (but which may include a credit for any existing mortgage debt to be assumed), at which the Properties as a portfolio, will be offered for sale (the "PORTFOLIO OFFER PRICE"). The Remaining Party shall, within ninety (90) days after its receipt of the Portfolio Offer Notice, notify the Portfolio Selling Party in writing whether or not the Remaining Party will purchase the entire Partnership Interest of the Portfolio Selling Party in the Partnership for a purchase price equal to the amount that the Portfolio Selling Party (and the Affiliate of such Portfolio Selling Party that is a general portion of the Underlying Partnership) would receive if all of the Properties were sold for cash (including a credit for any mortgage debt to be assumed if included in the Portfolio Offer Notice) at the Portfolio Offer Price, and the Partnership were liquidated, on a closing date set forth in such notice which shall not be less than ten (10) nor more than thirty (30) days after the date of delivery of the Remaining Party's response notice. If the Remaining Party does not respond within the said ninety (90) day period, the Remaining Party shall be deemed conclusively to have declined to purchase the entire Partnership Interest of the Portfolio Selling Party in the Partnership as provided hereinabove and to have consented to the sale of the Properties to an unaffiliat...
Sample 1
Portfolio Sale. The Properties are intended to be purchased and sold as a group. Accordingly, except as set forth in Section 8 hereof or if Seller is unable to cure any Mandatory Cure Items with respect to a particular Tract, Purchaser shall have no right to purchase any portion of the Properties unless Purchaser purchases the Properties in their entirety.
Sample 1
Portfolio Sale. Section 4.1 Assuming Bank Portfolio Sales of Remaining Shared-Loss Assets. The Assuming Bank shall have the right with the concurrence of the Receiver, commencing as of the first day of the third to last Shared-Loss Quarter, to liquidate for cash consideration, in one or more transactions, all or a portion of Shared-Loss Assets held by the Assuming Bank (“Portfolio Sales”). If the Assuming Bank exercises its option under this Section 4.1, it must give thirty (30) days notice in writing to the Receiver setting forth the details and schedule for the Portfolio Sale which shall be conducted by means of sealed bid sales to third parties, not including any of the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming Bank’s contractors.
Sample 1
Portfolio Sale. Seller and Purchaser hereby acknowledge that the Property is to be purchased in its entirety. In furtherance thereof, in the event that any condition precedent is not satisfied with respect to less than all of the Property, or any other condition arises with respect to less than all of the Property which entitles Purchaser to exercise its remedies under this Agreement, Purchaser shall have no right to purchase less than all of the Property. Notwithstanding the foregoing, the parties acknowledge that Seller must obtain the release from Seller's lender on or before Closing of the mortgage currently encumbering Highlands. In the event that Seller has not obtained such release prior to Closing, Seller shall have the right, to be exercised by delivering written notice to Purchaser not less than three (3) days prior to Closing, to extend the Closing Date, with respect to Highlands only, for a period not to exceed thirty (30) days in order to enable Seller to obtain said release. Said extension of time shall not apply to the Closing with respect to Oxford, Springhouse or Greentree, which shall take place in the time period and the manner and on such other terms as are set forth in this Agreement. If Seller has not obtained the release within said additional thirty (30) day period, then, Purchaser shall have the right, to be exercised by delivering written notice to Seller not less than three (3) days prior to the end of said thirty (30) day period, to extend the Closing Date, with respect to Highlands only, for a period not to exceed an additional thirty (30) days in order to enable Seller to obtain said release. In the event that Purchaser elects not to extend the Closing Date as set forth in the preceding sentence then this Agreement shall be deemed terminated and of no further force and effect with respect to Highlands.
Sample 1
Portfolio Sale. The Sellers and the Purchaser hereby acknowledge and agree that the Assets shall be purchased in their entirety. In furtherance thereof, except as otherwise expressly provided in Article 6, Section 10.2 and Section 10.3, in the event that any Closing Condition is not satisfied with respect to less than all of the Properties which entitles the Purchaser to exercise its remedies under this Agreement, the Purchaser shall have no right or obligation to purchase less than all of the Assets.
Sample 1
Portfolio Sale. The Borrower shall prepay all or that part of the Loan which is equal to the principal amount of any Mortgage Loans which are the subject of a Portfolio Sale by the Borrower on the date of completion of such sale together with the Collateral Removal Fee in respect of such Mortgage Loans.
Sample 1
Portfolio Sale. Notwithstanding anything to the contrary contained in this Section 2 or otherwise in this Agreement, the sale of the Properties and Z and R Bonds by Sellers, to Purchaser pursuant to this Agreement shall be made on a portfolio basis pursuant to which an amount equal to at least seventy-five percent (75%) of the aggregate value of the Properties and Z and R Bonds, in each case, are sold or conveyed to Purchaser and shall include, in any event, the following Properties: (i) Mesa Regal, (ii) Country Meadxxx, (xii) Carriage Cove, (iv) Windmill Manor, (v) Five Seasons, (vi) Desert Skies, (vii) Carefree Manor, (viii) Pickwick, (ix) Creekside, (x) Bear Creek and (xi) Brook Gardens (the "75% Test").
Sample 1
Portfolio Sale a. Kosmos shall, or procure that its Affiliates shall, sell, as an integrated portfolio transaction, its, and its Affiliates’, interests in the Portfolio Assets and Shell shall or procure that its Affiliates shall, purchase the Portfolio Assets with all rights attaching or accruing to them at Completion on the terms, provisions and subject to the conditions precedent of the Share Sale and Purchase Agreement or the Farm Out Agreement (as applicable).
Sample 1
Portfolio Sale 
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Related to Portfolio Sale

  • Assuming Institution Portfolio Sales of Remaining Shared-Loss Loans The Assuming Institution shall have the right, with the consent of the Receiver, to liquidate for cash consideration, from time to time in one or more transactions, all or a portion of Shared-Loss Loans held by the Assuming Institution at any time prior to the Termination Date (“Portfolio Sales”). If the Assuming Institution exercises its option under this Section 4.1, it must give sixty

  • Portfolio Securities Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer.

  • Assuming Bank Portfolio Sales of Remaining Single Family Shared-Loss Loans The Assuming Bank shall have the right with the concurrence of the Receiver to liquidate for cash consideration, from time to time in one or more transactions, all or a portion of Single Family Shared-Loss Loans held by the Assuming Bank at any time prior to the Termination Date (“Portfolio Sales”). If the Assuming Bank exercises its option under this Section 4.1, it must give thirty (30) days notice in writing to the Receiver setting forth the details and schedule for the Portfolio Sale which shall be conducted by means of sealed bid sales to third parties, not including any of the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming Bank’s contractors. Sales of Restructured Loans shall be sold in a separate pool from Single Family Shared-Loss Loans not restructured. The Receiver’s review of the Assuming Bank’s proposed Portfolio Sale will be considered in a timely fashion and approval will not be unreasonably withheld, delayed or conditioned.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Purchases of Portfolio Shares for Sale to Customers (a) In offering and selling Portfolio shares to your customers, you agree to act as dealer for your own account; you are not authorized to act as agent for us or for any Portfolio. (b) You agree to offer and sell Portfolio shares to your customers only at the applicable public offering price in accordance with the Prospectus. If your customer qualifies for a reduced sales charge pursuant to a special purchase plan (for example, a quantity discount, letter of intent, or right of accumulation) as described in the Prospectus, you agree to offer and sell Portfolio shares to your customer at the applicable reduced sales charge. You agree to deliver or cause to be delivered to each customer, at or prior to the time of any purchase of shares, a copy of the then current prospectus (including any stickers thereto), unless such prospectus has already been delivered to the customer, and to each customer who so requests, a copy of the then current statement of additional information (including any stickers thereto). (c) You agree to purchase Portfolio shares from us only to cover purchase orders that you have already received from your customers, or for your own investment. You also agree not to purchase any Portfolio shares from your customers at a price lower than the applicable redemption price, determined in the manner described in the Prospectus. You will not withhold placing customers' orders so as to profit yourself as a result of such withholding (for example, by a change in a Portfolio's net asset value from that used in determining the offering price to your customers). (d) We will accept your purchase orders only at the public offering price applicable to each order, as determined in accordance with the Prospectus. We will not accept from you a conditional order for Portfolio shares. All orders are subject to acceptance or rejection by us in our sole discretion. We may, without notice, suspend sales or withdraw the offering of Portfolio shares, or make a limited offering of Portfolio shares. (e) The placing of orders with us will be governed by instructions that we will periodically issue to you. You must pay for Portfolio shares in New York or Boston clearing house funds or in federal funds in accordance with such instructions, and we must receive your payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934 (the "1934 Act"). If we do not receive your payment on or before such settlement date, we may, without notice, cancel the sale, or, at our option, sell the shares that you ordered back to the issuing Portfolio, and we may hold you responsible for any loss suffered by us or the issuing Portfolio as a result of your failure to make payment as required. (f) You agree to comply with all applicable state and federal laws and with the rules and regulations of authorized regulatory agencies thereunder. You agree to offer and sell Portfolio shares only in states where you may legally offer and sell such Portfolio's shares. You will not offer shares of any Portfolio for sale unless such shares are registered for sale under the applicable state and federal laws and the rules and regulations thereunder. (g) Certificates evidencing Portfolio shares are not available; any transaction in Portfolio shares will be effected and evidenced by book-entry on the records maintained by Fidelity Investments Institutional Operations Company, Inc. ("FIIOC"). A confirmation statement evidencing transactions in Portfolio shares will be transmitted to you. (h) You may designate FIIOC to execute your customers' transactions in Portfolio shares in accordance with the terms of any account, program, plan, or service established or used by your customers, and to confirm each transaction to your customers on your behalf. At the time of the transaction, you guarantee the legal capacity of your customers and any co-owners of such shares so transacting in such shares. 3.

  • Portfolio Security Portfolio Security will mean any security owned by the Fund.

  • Availability of Trust Portfolio Shares 3.1.1 We will make shares of the Portfolios available to the Accounts for the benefit of the Contracts. The shares will be available for purchase at the net asset value per share next computed after we (or our agent, or you as our designee) receive a purchase order, as established in accordance with the provisions of the then current prospectus of the Trust. All orders are subject to acceptance by us and by the Portfolio or its transfer agent, and become effective only upon confirmation by us. Notwithstanding the foregoing, the Trust's Board of Trustees ("Trustees") may refuse to sell shares of any Portfolio to any person, or may suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Trustees, they deem such action to be in the best interests of the shareholders of such Portfolio.

  • LOAN OF PORTFOLIO SECURITIES OF THE FUND 1. Promptly after each loan of portfolio Securities specifically allocated to a Series held by the Custodian hereunder, the Fund shall deliver or cause to be delivered to the Custodian a Certificate specifying with respect to each such loan: (a) the Series to which the loaned Securities are specifically allocated; (b) the name of the issuer and the title of the Securities, (c) the number of shares or the principal amount loaned, (d) the date of loan and delivery, (e) the total amount to be delivered to the Custodian against the loan of the Securities, including the amount of cash collateral and the premium, if any, separately identified, and (f) the name of the broker, dealer, or financial institution to which the loan was made. The Custodian shall deliver the Securities thus designated to the broker, dealer or financial institution to which the loan was made upon receipt of the total amount designated as to be delivered against the loan of Securities. The Custodian may accept payment in connection with a delivery otherwise than through the Book-Entry System or Depository only in the form of a certified or bank cashier's check payable to the order of the Fund or the Custodian drawn on New York Clearing House funds and may deliver Securities in accordance with the customs prevailing among dealers in securities.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • Co-Sale Agreement The Co-Sale Agreement substantially in the form attached hereto as Exhibit D shall have been executed and delivered by the parties thereto.