Purchase and Sale of Initial Mortgage Loans Sample Clauses

Purchase and Sale of Initial Mortgage Loans. The Depositor does hereby sell, transfer, assign, set over and convey to the Trust, without recourse, but subject to the terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Initial Mortgage Loans, including the outstanding principal of, and interest due on, such Initial Mortgage Loans listed on Schedule I attached hereto, and all other assets included or to be included in the Trust Estate. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Unaffiliated Seller's Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement, including, without limitation, its right to exercise the remedies created by Sections 2.06 and 3.05 of the Unaffiliated Seller's Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Unaffiliated Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Unaffiliated Seller's Agreement.
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Purchase and Sale of Initial Mortgage Loans. The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee without recourse but subject to the terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Initial Mortgage Loans, and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders and the Certificate Insurer. In connection with such transfer and assignment, and pursuant to Section 2.07 of the Purchase Agreement, the Depositor does hereby also irrevocably transfer, assign, set over and otherwise convey to the Trustee all of its rights under the Purchase Agreement including, without limitation, its right to exercise the remedies created by Sections 2.05 and 3.05 of the Purchase Agreement for defective documentation and for breaches of representations and warranties, agreements and covenants of the Seller and the Originators contained in Sections 3.01, 3.02 and 3.03 of the Purchase Agreement.
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Purchase and Sale of Initial Mortgage Loans. 35 SECTION 2.03
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Purchase and Sale of Initial Mortgage Loans. (a) The Originators do hereby sell, transfer, assign, set over and convey to the Depositor and the Depositor does hereby sell, transfer, assign, set over and convey to the Trust, without recourse, but subject to the terms and provisions of this Agreement, all of their respective right, title and interest in and to the Initial Mortgage Loans, including the outstanding principal of, and interest due on or after the Initial Cut-Off Date, such Initial Mortgage Loans listed on Schedule I attached hereto, and all other assets included or to be included in the Trust Estate.
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Purchase and Sale of Initial Mortgage Loans. The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Trustee without recourse, but subject to the terms of this Agreement, all right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) the Initial Mortgage Loans identified on the Mortgage Loan Schedule delivered on the Closing Date, including, without limitation, all scheduled principal and interest payments due after the applicable Cut-off Date, (ii) the rights of the Depositor under the Mortgage Loan Purchase Agreement, and (iii) the other assets of the Trust Estate. In consideration of such sale of the Initial Mortgage Loans, the Trustee shall issue to or upon the order of the Depositor, the Certificates.
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Purchase and Sale of Initial Mortgage Loans. 33 SECTION 2.03 PURCHASE AND SALE OF SUBSEQUENT MORTGAGE LOANS...................................................33 SECTION 2.04 POSSESSION OF MORTGAGE FILES; ACCESS TO MORTGAGE FILES...........................................34 SECTION 2.05 DELIVERY OF MORTGAGE LOAN DOCUMENTS..............................................................35 SECTION 2.06 ACCEPTANCE BY TRUSTEE OF THE TRUST FUND; CERTAIN SUBSTITUTIONS; CERTIFICATION BY TRUSTEE.........37 SECTION 2.07 DESIGNATIONS UNDER REMIC PROVISIONS; DESIGNATION OF STARTUP DAY..................................39 SECTION 2.08 EXECUTION OF CERTIFICATES........................................................................39 SECTION 2.09 APPLICATION OF PRINCIPAL AND INTEREST............................................................39 SECTION 2.10 GRANT OF SECURITY INTEREST.......................................................................39 SECTION 2.11 FURTHER ACTION EVIDENCING ASSIGNMENTS............................................................40 ARTICLE III......................................................................................................40
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Purchase and Sale of Initial Mortgage Loans. The Sponsor does hereby sell, transfer, assign, set over and convey to the Trust, to be included as part of Sub-Trust 1 or Sub-Trust 2, as specified in the Mortgage Loan Schedule, in each case without recourse, but subject to the terms and provisions of this Agreement, all of the right, title and interest of the Sponsor in and to the Initial Mortgage Loans, including the Cut-Off Date Principal Balance of such Initial Mortgage Loans listed on Schedule I attached hereto, and all other assets included or to be included in the Trust Estate. In addition, on or prior to the Closing Date, the Sponsor shall cause the Note Insurer to deliver the Note Insurance Policy to the Indenture Trustee for the benefit of the Noteholders.
Sample 1
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Purchase and Sale of Initial Mortgage Loans. In consideration for the payment to it of the Purchase Price on the Closing Date, pursuant to written instructions delivered by the Seller to the Purchaser on the Closing Date, the Seller does hereby transfer, sell and convey to the Purchaser on the Closing Date, but with effect from the Initial Cut-off Date, (i) all right, title and interest of the Seller in the Initial Mortgage Loans, excluding the servicing rights thereto, and all property securing such Initial Mortgage Loans, including all interest and principal received or receivable by the Seller with respect to the Initial Mortgage Loans on or after the Initial Cut-off Date and all interest and principal payments on the Initial Mortgage Loans received on or prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Initial Mortgage Loans on or before the Initial Cut-off Date, and (ii) all proceeds from the foregoing. Items (i) and (ii) in the preceding sentence are herein referred to collectively as "Initial Mortgage Assets."
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Related to Purchase and Sale of Initial Mortgage Loans

  • Purchase and Sale of the Mortgage Loans and Related Rights (a) Upon satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans having an aggregate outstanding principal balance as of the Cut-off Date equal to the Cut-off Date Balance.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible promissory notes in the aggregate principal amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 4,666,667 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of Investments of the Fund 1. Promptly after each purchase of securities by the Fund, the Fund shall deliver to the Custodian (i) with respect to each purchase of securities which are not money market securities, a certificate signed in the name of the Fund by any two officers as defined in Article IX and (ii) with respect to each purchase of money market securities such a certificate or oral instructions from an authorized person, specifying with respect to each such purchase: (a) the name of the issuer and the title of the securities, (b) the number of shares or the principal amount purchased and accrued interest, if any, (c) the dates of purchase and settlement, (d) the purchase price per unit, (e) the total amount payable upon such purchase, (f) the name of person from whom or the broker through whom the purchase was made, (g) whether such purchase is to be settled through the Book-Entry System or the depository, and (h) whether the securities purchased are to be deposited in the Book-Entry System or the depository. The Custodian shall upon receipt of securities purchased by or for the Fund pay out of the moneys held for the account of the Fund, the total amount payable upon such purchase, provided that the same conforms to the total amount payable as set forth in such certificate or such oral instructions.

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.275% of the principal amount thereof plus accrued interest, if any, from March 9, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

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