Substitution in the benefit of the Promise to Sell Sample Clauses

Substitution in the benefit of the Promise to Sell. The conditions hereof were originally drawn up between the Vendor and the company known as ARC GLOBAL (LUXEMBOURG) HOLDINGS SARL, a Luxembourg company with share capital of 12,500 Euros, the registered office of which is in Luxembourg (L-1742), at 9X xxxxxxxxx Xxxxxx Xxxxx, registered in the Trade and Companies register of Luxembourg under number B 190960, following a notarised preliminary contact received by Maître Laurent CASSIGNARD, Participating Notary, with the participation of Maître Laurent HOSANA, Undersigned Notary, dated 15 October 2014. Under the terms of this deed, ARC GLOBAL (LUXEMBOURG) HOLDINGS SARL has paid, by way of guarantee deposit, the sum of THREE MILLION THREE HUNDRED THOUSAND EURO (EUR 3,300,000.00). Under the terms of an Amendment No. 1 dated 15 October 2014 in PARIS, received by Maître Laurent CASSIGNARD with the participation of Maître Laurent HOSANA, it replaced the company ARC GLOBAL HOLDCO LLC, Limited Liability Company of the state of DELAWARE (USA), the registered office of which is The Corporation Service Company, 2000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, 00000, XXXXXXXX (XXX), identified with the Secretary of State of DELAWARE, where it is registered under reference 5219363. This substitution was granted under the condition that a legal opinion was produced prior to 31 December 2014, confirming that company ARC GLOBAL HOLDCO LLC was not the subject matter of an insolvency procedure. The Vendor represents that this condition has since been satisfied. This deed also provided for an option of substitution. Under the terms of an Amendment No. 2 dated 29 January 2015 in PARIS, received by Maître Laurent CASSIGNARD, with the participation of Maître Laurent HOSANA, it was specifically agreed between the Vendor and the company ARC GLOBAL HOLDCO LLC: - that the company ARC GLOBAL HOLDCO LLC shall pay an additional deposit of THREE MILLION THREE HUNDRED THOUSAND EURO (EUR 3,300,000.00), - that the sale completion date be extended to no later than 27 February 2015, - that the conditions precedent of the substitution contained in Amendment No. 1 had since been satisfied. Following a substitution agreement dated 13 February 2015, the above company ARC GLOBAL HOLDCO LLC replaced the above company ARC GLOBAL (LUXEMBOURG) HOLDING SARL. This agreement specified that any sum paid as locking-in compensation or guarantee deposit shall be the subject matter of a direct settlement between said companies. Following a substitution agreement d...
Sample 1
AutoNDA by SimpleDocs

Related to Substitution in the benefit of the Promise to Sell

  • Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans (a) The respective obligations and responsibilities of the Trustee and the Master Servicer created hereby (other than the obligation of the Trustee to make payments to Certificateholders as set forth in Section 7.02, the obligation of the Master Servicer to make a final remittance to the Trustee pursuant to Section 4.01, and the obligations of the Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14) shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund in accordance with Section 7.01(b) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a “qualified liquidation” under the REMIC Provisions.

  • Change of Name or Location of Loan Files The Servicer shall not (x) change its name, move the location of its principal place of business and chief executive office, change the offices where it keeps records concerning the Collateral from the location referred to in Section 13.2, or change the jurisdiction of its formation, or (y) move, or consent to the Collateral Custodian moving, the Required Asset Documents and Asset Files from the location thereof on the Closing Date, unless the Servicer has given at least 30 days’ written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Administrative Agent as agent for the Secured Parties in the Collateral.

  • PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND Section 7.01 Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans.

  • DECLARATION OF TRUST AND LIMITATION OF LIABILITY A copy of the Declaration of Trust of the Fund is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed by an officer of the Fund on behalf of the Trustees, as trustees and not individually, and that the obligations of this Agreement with respect to the Fund shall be binding upon the assets and properties of the Fund only and shall not be binding upon the assets or properties of the Trustees, officers, employees, agents or shareholders of the Fund individually. If the foregoing meets with your approval, please acknowledge your acceptance by signing each of the enclosed counterparts hereof and returning such counterparts to us, whereupon this shall constitute a binding agreement as of the date first above written. Very truly yours, [FUND] By: Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President and Secretary Agreed to and Accepted: NUVEEN SECURITIES, LLC By: Name: Xxxxx X. XxXxxxxx Title: Senior Managing Director

  • Agent May File Proofs of Claim In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Loan Parties) shall be entitled and empowered, by intervention in such proceeding or otherwise

  • Filing of Certificate and Perfection of Limited Partnership The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

  • Action by Certificateholders with Respect to Bankruptcy The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust unless (i) the Notes have been paid in full and (ii) each Certificateholder approves of such commencement in writing in advance and delivers to the Owner Trustee a certificate certifying that such Person reasonably believes that the Trust is insolvent.

  • The Administrative Agent May File Proofs of Claim (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or any Revolving Credit Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

  • Appointment to Fill a Vacancy in the Office of Trustee The Issuers, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so that there shall at all times be a Trustee hereunder with respect to each series of Debt Securities.

  • Administrative Agent May File Proofs of Claim In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

Time is Money Join Law Insider Premium to draft better contracts faster.