The Sale Agreement Sample Clauses

The Sale Agreement the Credit Agreement and the Security Interests Documents and the fulfillment of the Borrower's obligations under each of them, do not conflict with any obligations whatsoever of either the Borrower or Partner VIS-A-VIS third parties (and, in respect of Partner, apart from any conflict not tantamount to a material adverse effect on Partner's position) and/or confer on any person or any entity whatsoever any right and/or ground for demanding the declaration as immediately due and payable of the debts and obligations of either the Borrower or Partner.
The Sale Agreement. Notwithstanding the power of attorney that is provided in SECTION 8.9 below, it is hereby agreed that the Borrower shall promptly execute, as requested by the lender, any agreement that may be necessary to perfect tha Sale and shall do, make and/or perform any and all acts, deeds and/or actions necessary to perfect the Sale, including without limitation delivering the Pledged Assets that were received by the borrower from APV in due course. To such effect, the lender shall notify in writing to the Borrower of the existence of an Offer, including in such notice the term in which the Offer is to be accepted by the Borrower. This notice must be delivered by the Lender to the Borrower at least five (5) Banking Days prior to the execution of the Agreement relating to the Sale. In addition, the Borrower shall promptly after so requested by the Lender, sign, execute, deliver and/or produce any and all forms, returns, sworn statements or any other kind of document that may be needed to perfect the Sale or to comply with any obligation upon the Borrower existing in connection with the Sale or to permit the export of the Pledged Assets if such exports were needed.
The Sale Agreement. In case of delivery in accordance with clause 8 of this Agreement, APETRA’s General terms and Conditions for the sale of crude oil and oil products (hereinafter: “GT&C Sale”) are applicable. Article 15 (Supply crisis) is not applicable to this Agreement. Buyer hereby declares to have consulted1 and agreed with the above mentioned GT&C Sale. In the event of any conflict between the GT&C Sale and any provision of this Agreement, the latter prevails.

Related to The Sale Agreement

  • Sale Agreement This Agreement and the Loan Assignments contemplated herein are the only agreements or arrangements pursuant to which the Seller Sells the Sale Portfolio Sold by it to the Purchaser.

  • 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.

  • 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 Subsection 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 Subsection 2.2.

  • The Sales Agreement This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

  • Amendments of Sale and Servicing Agreement and Trust Agreement The Issuer shall not agree to any amendment to Section 10.01 of the Sale and Servicing Agreement or Section 11.01 of the Trust Agreement to eliminate the requirements thereunder that the Trustee or the Holders of the Notes consent to amendments thereto as provided therein.

  • of the Sale and Servicing Agreement The Trust Custodian shall accept those deliveries for the Issuer, and shall make the deliveries to the Indenture Trustee required of the Issuer. The Indenture Custodian acting as custodian for the Indenture Trustee shall accept those deliveries. On the Closing Date, the Custodian will execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee, and the Credit Enhancer) an Initial Certification in the form of Exhibit A. Based on its review and examination, the Custodian will acknowledge that the documents identified in the Initial Certification appear regular on their face (i.e. are not mutilated, damaged, defaced, torn, or otherwise physically altered) and relate to each Mortgage Loan. No later than thirty-two days after the Closing Date, if Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(d) of the Sale and Servicing Agreement, the Custodian will execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee, and the Credit Enhancer) a Delay Delivery Certification in the form of Exhibit B. Based on its review and examination, the Custodian will acknowledge that the documents identified in the Delay Delivery Certification appear regular on their face (i.e. are not mutilated, damaged, defaced, torn, or otherwise physically altered) and relate to each Mortgage Loan. Not later than 180 days after the Closing Date, the Custodian will deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee, and the Credit Enhancer) a Final Certification in the form of Exhibit C, noting any applicable exceptions. For the purpose of the Final Certification, the title policy required for the Mortgage File is any of the final original title policy, a signed binder or commitment for a title policy, or a preliminary title report (in those states in which preliminary title reports are the customary form of title policy commitment). For any Mortgage File whose Final Certification is based on a signed binder or commitment for a title policy or a preliminary title report (in those states in which preliminary title reports are the customary form of title policy commitment), the Custodian will deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee, and the Credit Enhancer), not later than the one year anniversary of the Closing Date, a further Final Certification in the form of Exhibit D, noting any applicable exceptions. For the purpose of this further Final Certification, the title policy required for the Mortgage File must be the final original title policy. If, in the course of its review in connection with the Final Certification, the Custodian finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.02 of the Sale and Servicing Agreement, the Custodian shall list the defect as an exception in the Final Certification. The Custodian is not obligated to examine the documents delivered to it to determine that they are genuine, enforceable, or appropriate for the represented purpose, or that they have actually been recorded in the real estate records, or that they are other than what they purport to be on their face. In reviewing any Mortgage File pursuant to this Section, the Custodian is not responsible for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Issuer or the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, whether any person executing any document is authorized to do so or whether any signature on any document is genuine, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded. The Sponsor will deliver and the Indenture Custodian will maintain continuous custody at its office identified in Section 3 of the documents required to be held by the Indenture Trustee in accordance with Section 2.01 of the Sale and Servicing Agreement with respect to any Eligible Substitute Mortgage Loans. The Master Servicer shall promptly deliver to the Indenture Custodian, and the Indenture Custodian will maintain continuous custody at its office identified in Section 3 of the originals of any other documents constituting the Mortgage File that come into the possession of the Master Servicer from time to time.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Graceville Correctional Facility and facilities operated by the FDC.

  • Servicing Agreement The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Initial Mortgage Loans identified on the [Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan Schedule] or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. THE BANK OF NEW YORK, as Trustee By: ------------------------------- Name: Title: EXHIBIT H [FORM OF] FINAL CERTIFICATION OF TRUSTEE [date] [Depositor] [Master Servicer] [Countrywide] ____________________ ____________________ Re: Pooling and Servicing Agreement among CWALT, Inc., as Depositor, Countrywide Home Loans, Inc. ("Countrywide"), as a Seller, Park Granada LLC, as a Seller, Park Monaco, Inc., as a Seller, Park Sienna LLC, as a Seller, Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New York, as Trustee, Mortgage Pass-Through Certificates, Series 200_-_ ---------------------------------------------------------- Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as Trustee, hereby certifies that as to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received:

  • Transfer and Servicing Agreement The Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, among the Bank, as Transferor, Servicer and Administrator, Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, as amended.