The Transactions Sample Clauses

The Transactions a) Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price except as otherwise provided herein). Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date.
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The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount.
The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount, and may in its sole discretion, with respect to the Uncommitted Amount, from time to time, enter into Transactions with an aggregate Purchase Price for all Purchased Assets acquired by Buyer and subject to outstanding Transactions at any one time not to exceed the Maximum Aggregate Purchase Price. Notwithstanding anything contained herein to the contrary, Buyer shall have the obligation to enter into Transactions with an aggregate outstanding Purchase Price of up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount; provided that Buyer shall provide Seller with at least ten (10) Business Daysprior written notice before exercising its discretion to cease entering into Transactions with Seller for all or any portion of the Uncommitted Amount. Unless otherwise agreed to between Buyer and the Seller in writing, all purchases of Eligible Loans subject to outstanding Transactions at any one time shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount. Buyer shall not have the right, however, to terminate any Transactions with respect to the Uncommitted Amount after the Purchase Date until the related Repurchase Date. Unless otherwise agreed, with respect to any Loan other than a Wet-Ink Loan, the Seller shall request that Buyer enter into a Transaction with respect to any Purchased Asset by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”):
The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an aggregate of 1,650,000 shares (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares of its Series B Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the “Purchased Shares”). The Purchased Shares shall be convertible into shares (the “Conversion Shares”) of common stock, par value $0.20 per share, of the Company (the “Common Stock”), subject to and in accordance with the terms of the Company’s Certificate of Designation of the Series B Convertible Preferred Stock (the “Certificate of Designation”). The Purchased Shares and the Conversion Shares are hereinafter referred to collectively as the “Securities.” The sale of the Purchased Shares to the Initial Purchasers (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased Shares, the Company has prepared a preliminary offering memorandum dated December 15, 2005 (the “Preliminary Offering Memorandum”) and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 20...
The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, from time to time enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall request that Buyer enter into a Transaction by delivering (i) a Transaction Notice, appropriately completed, and a Loan Schedule to Buyer and Custodian, and (ii) the Mortgage File to Custodian or each Loan proposed to be included in such Transaction, which Transaction Notice and Loan Schedule must be received no later than 5:00 p.m. (New York City time) one Business Day prior to the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Conforming Loans, Jumbo A Credit A Loans, USAA Loans, Undocumented Loans, Wet Loans and Dry Loans and include a Loan Schedule in respect of the Eligible Loans that Seller proposes to include in the related Transaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date (subject to Section 3(i)). Seller agrees to repurchase from Buyer, on the same Business Day of discovery, any Undocumented Loans or Wet Loans that were previously subject to a Transaction that do not close for any reason including, but not limited to, a Rescission. In the event that the parties hereto desire to enter into a Transaction on terms other than as set forth in this Agreement and the Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. By entering in to a Transaction with Buyer, Seller consents to the terms set forth in any related Confirmation. Any such Transaction Notice and the related Confirmation, if any, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Transaction Notice and Confirmation, if any, relates. In the event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction.
The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, from time to time as requested by Seller, enter into Transactions with Seller such that the aggregate Purchase Price for all Purchased Loans acquired by Buyer shall not exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions up to the Uncommitted Amount, which Transactions shall be entered into in the sole discretion of Buyer. All purchases of Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
The Transactions. Subject to the terms and conditions of this Agreement, the Parties shall effect the following transactions (collectively, the “Transactions”):
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The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is an uncommitted facility and Purchaser shall have no obligation to enter into any Transactions hereunder.
The Transactions. The Parties confirm their intention that, on and subject to the terms and conditions of this Participation Agreement, they shall carry out the following transactions, and enter into and deliver the following agreements and instruments (such agreements and instruments herein referred to collectively as the "Transaction Documents") at a closing to occur on October 18, 1999 the ("Closing") and, where appropriate, at a further closing (the "Subsequent Closing") to occur within five Business Days following the satisfaction of the conditions set out in Section 6(c), in each case as provided for in Section 2(b) below:
The Transactions. Upon the terms and subject to the conditions set forth herein, on the Closing Date, pursuant to the Plan,
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