Purchase and Sale of Subsequent Mortgage Loans Sample Clauses

Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(b) of the Indenture, in consideration of the Trust's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust without recourse, but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans in the related Pool, including the outstanding principal of, and interest due on, such Subsequent Mortgage Loans, 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 will also irrevocably transfer, assign, set over and otherwise convey to the Trust all of its rights under the Unaffiliated Seller's Agreement and the related Subsequent Transfer 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. The amount released from a Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Pool shall be one-hundred percent (100%) of the Aggregate Principal Balances of the Subsequent Mortgage Loans so transferred, as of the related Subsequent Cut-Off Date.
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Purchase and Sale of Subsequent Mortgage Loans. (i) Subject to the satisfaction of the conditions set forth in paragraph (ii) below, and upon the Trustee's receipt of a Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trustee without recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, including the outstanding principal of and interest due on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Fund with respect thereto. The amount released from the Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans shall be one-hundred percent (100%) of the aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred.
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Purchase and Sale of Subsequent Mortgage Loans. (a) During the last fifteen (15) days of each calendar quarter (but in no event later than September 30, 2000), subject to the satisfaction of the conditions set forth in Section 2.14(b) of the Indenture, in consideration of the Trust's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of the Purchase Price, the Originators shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Depositor and the Depositor shall on such Subsequent Transfer Date 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 Subsequent Mortgage Loans, including the outstanding principal of, and interest due on or after the related Subsequent Cut-Off Date, such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust Estate; provided, however, that the Class A Note Principal Balance shall not exceed $150,000,000 (taking into account the outstanding balance on the Existing Warehouse Facility) and provided, further, that the Trust shall not purchase Initial Mortgage Loans or Subsequent Mortgage Loans on the initial Closing Date or any Subsequent Transfer Date unless the Advance Amount with respect to such Initial Mortgage Loans or Subsequent Mortgage Loans shall be at least equal to $5,000,000.
Sample 1
Purchase and Sale of Subsequent Mortgage Loans. (1) Subject to the satisfaction of the conditions set forth in paragraph (ii) below, and upon the Trustee's receipt of a Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to (or upon the order of the Depositor) of all or a portion of the balance of funds in the related Pre-Funding Account or both Pre-Funding Accounts, as applicable, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set-over and convey to the Trustee without recourse, but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Subsequent Mortgage Loans, including the outstanding principal of and interest due on such Subsequent Mortgage Loans after the applicable Subsequent Cut-off Date, and all other related assets included or to be included in the Trust Fund with respect thereto. The amount released from the related Pre-Funding Account or both Pre-Funding Accounts, as applicable, with respect to a transfer of Subsequent Mortgage Loans shall be one-hundred percent (100%) of the aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred.
Sample 1
Purchase and Sale of Subsequent Mortgage Loans. (i) Subject to the satisfaction of the conditions set forth in paragraph (ii) below, and upon the Trustee's receipt of a Subsequent Transfer Agreement executed by all other parties thereto, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the related Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trustee without recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Group I Subsequent Mortgage Loans, Group II Subsequent Mortgage Loans or the Group III Subsequent Mortgage Loans, as applicable, including the outstanding principal of and interest due on such Subsequent Mortgage Loans, and all other related assets included or to be included in the Trust Fund with respect thereto. The amount released from the Group I Pre-Funding Account with respect to a transfer of Group I Subsequent Mortgage Loans, Group II Pre-Funding Account with respect to a transfer of Group II Subsequent Mortgage Loans, or Group III Pre-Funding Account with respect to a transfer of Group III Subsequent Mortgage Loans, shall be one-hundred percent (100%) of the aggregate Stated Principal Balances as of the related Subsequent Cut-off Date of the Subsequent Mortgage Loans so transferred.
Sample 1
Purchase and Sale of Subsequent Mortgage Loans. 36 SECTION 2.04 POSSESSION OF MORTGAGE FILES; ACCESS TO MORTGAGE FILES.........................................37 SECTION 2.05 DELIVERY OF MORTGAGE LOAN DOCUMENTS............................................................38 SECTION 2.06 ACCEPTANCE BY TRUSTEE OF THE TRUST FUND; CERTAIN SUBSTITUTIONS; CERTIFICATION BY TRUSTEE..................................................................................40 SECTION 2.07 DESIGNATIONS UNDER REMIC PROVISIONS; DESIGNATION OF STARTUP DAY................................42 SECTION 2.08 EXECUTION OF CERTIFICATES......................................................................42 SECTION 2.09 APPLICATION OF PRINCIPAL AND INTEREST..........................................................42 SECTION 2.10 GRANT OF SECURITY INTEREST.....................................................................42 SECTION 2.11 FURTHER ACTION EVIDENCING ASSIGNMENTS..........................................................43
Sample 1
Purchase and Sale of Subsequent Mortgage Loans. Subject to the requirements of Section 2.03 hereof, the Depositor shall purchase the offered Subsequent Mortgage Loans pursuant to a Subsequent Transfer Agreement substantially in the form of Exhibit F hereto, and the Trust shall purchase the offered Subsequent Mortgage Loans pursuant to a Subsequent Sale Agreement substantially in the form of Exhibit G hereto.
Sample 1
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Purchase and Sale of Subsequent Mortgage Loans. (a) Subject to the satisfaction of the conditions set forth in Section 2.14(b) of the Indenture, in consideration of the Trust's delivery on the related Subsequent Transfer Dates to or upon the order of the Sponsor of all or a portion of the balance of funds in the related Pre-Funding Account, the Sponsor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust without recourse, but subject to terms and provisions of this Agreement, all of the right, title and interest of the Sponsor in and to the Subsequent Mortgage Loans in the related Loan Group, including the Cut-Off Date Principal Balance, and interest due on, such Subsequent Mortgage Loans, and all other assets included or to be included in the Trust Estate. The amount released from a Pre-Funding Account with respect to a transfer of Subsequent Mortgage Loans to the related Loan Group shall be one-hundred percent (100%) of the Cut-Off Date Principal Balance of the Subsequent Mortgage Loans so transferred, as of the related Subsequent Cut-Off Date.
Sample 1
Purchase and Sale of Subsequent Mortgage Loans. Subject to the terms of the related Subsequent MLPA, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller on the related Subsequent Transfer Date, but with effect from the related Subsequent Cut-Off Date, (i) all right, title and interest of the Seller in the Subsequent Mortgage Loans, excluding the servicing rights thereto, and all property securing such Subsequent Mortgage Loans, including all interest and principal received or receivable by the Seller with respect to the Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date and all interest and principal payments on the Subsequent Mortgage Loans received on or prior to the Subsequent 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 Subsequent Mortgage Loans on or before the related Subsequent Cut-off Date, and (ii) all proceeds from the foregoing. Items (i) and (ii) in the preceding sentence are herein referred to collectively as "Subsequent Mortgage Assets."
Sample 1

Related to Purchase and Sale of Subsequent Mortgage Loans

  • Conveyance of Subsequent Mortgage Loans (a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee on behalf of the Trust Fund, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.

  • 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 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 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.

  • Conveyance of the Subsequent Mortgage Loans (a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) principal due and interest accruing on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

  • 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.

  • SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE Section 2.01. Sale of the Mortgage Loans.............................2 Section 2.02. Obligations of Sellers Upon Sale.......................3 Section 2.03. Payment of Purchase Price for the Mortgage Loans.......6

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • 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.

  • Conveyance of Subsequent Receivables In consideration of the Issuer's delivery to or upon the order of the Seller of $____________, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (except as expressly provided in the Sale and Servicing Agreement), all right, title and interest of the Seller in and to:

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