Transaction Mechanics; Related Matters Sample Clauses

Transaction Mechanics; Related Matters. (i) From time to time during the Commitment Period but no more frequently than once per week, the Buyer may in its discretion purchase from the Seller the Seller's rights and interests (but none of its obligations) under certain Eligible Assets; provided, however, (A) at no time shall the aggregate Purchase Price of the outstanding Transactions and any proposed Transactions exceed the Maximum Amount and (B) at no time shall the Buyer enter into Transactions after the Commitment Period. The Seller shall request a Transaction by delivering to the Buyer, via Electronic Transmission, a written Transaction Request, together with, via Electronic Transmission (to the extent available in such form and otherwise by overnight delivery), a Seller Asset Schedule, a draft Confirmation and an Underwriting Package. The Transaction Request shall set forth, among other things, (i) the proposed Purchase Date, that, except with respect to the initial Transaction, shall be at least ten (10) Business Days (or such additional reasonable time as the Buyer may reasonably request) after the delivery of the Transaction Request, the Seller Asset Schedule, the draft Confirmation, the complete Underwriting Package and any supplemental requests (requested orally or in writing) relating to the proposed Mortgage Assets, (ii) the proposed Purchase Price, which shall be in a minimum amount of $1,000,000, (iii) the proposed Repurchase Date, (iv) the applicable Class and Type for each such Mortgage Asset, and (v) such other additional terms and conditions requested by the Buyer in its reasonable discretion. The Buyer shall have ten (10) Business Days (or such additional reasonable time as the Buyer may reasonably request) from the receipt thereof to review the Transaction Request, the Seller Asset Schedule, the draft Confirmation, the Underwriting Package and any supplemental requests (requested orally or in writing) relating to the proposed Mortgage Assets.
AutoNDA by SimpleDocs
Transaction Mechanics; Related Matters. (a) During the Purchase Period, in the sole discretion of the Agent, the Agent may from time to time purchase from a Seller certain Eligible Assets. (For the avoidance of doubt, the parties hereby acknowledge and agree that any decision by WBNA, or any Affiliate thereof, to enter into any rate lock agreement, interest rate protection agreement, total return swap or any other agreement with respect to any Mortgage Asset, other than a Confirmation hereunder, shall not reflect, and shall not be deemed to reflect, the Agent’s approval of any Mortgage Asset or its determination to enter into any Transaction hereunder.) A Seller shall request a Transaction, including a Special Purpose Transaction requested to effect a Wet Funding or to provide for the funding of certain obligations associated with a Purchased Asset, by delivering to the Agent (with a copy to the Custodian) via Electronic Transmission a request in the form of Exhibit A attached hereto (a “Transaction Request”) within one (1) Business Day after the Agent approves such Transaction and delivers the related Confirmation.
Transaction Mechanics; Related Matters. (a) From time to time during the Facility Period but no more frequently than once per week, in the sole and absolute discretion of the Purchaser, the Purchaser will purchase from the Seller the Seller's rights and interests (but none of its obligations) under certain Eligible Assets; provided, however, at no time shall the Seller have more than thirty (30) Transactions outstanding under this Agreement and at no time shall the aggregate Purchase Price of the outstanding Transactions and any proposed Transactions exceed the Maximum Amount. The
Transaction Mechanics; Related Matters. (a) From time to time during the Facility Period, the Purchaser may in its discretion purchase from the Seller the Seller’s rights and interests (but none of its obligations) under certain Eligible Assets; provided, however, (i) at no time shall the aggregate Purchase Price of the outstanding Transactions and any proposed Transactions exceed the Availability or the Maximum Amount, (ii) at no time shall the Purchaser enter into Transactions after the Facility Period and (iii) in no event shall a Transaction be entered into when any Margin Deficit exists, any Default or Event of Default has occurred and is continuing or when the Repurchase Date for such Transaction would be later than the Facility Maturity Date. The Seller shall request a Transaction by delivering to the Purchaser (with a copy to the Custodian), via Electronic Transmission (to the extent available in such form and otherwise by overnight delivery), a Seller Asset Schedule, a draft Confirmation, an Underwriting Package and any other information and documents reasonably requested (orally or in writing) by the Purchaser in its discretion. The Purchaser shall have a commercially reasonable period of time not to exceed five (5) Business Days from the Business Day on which the Purchaser is in receipt of the draft Confirmation, the Seller Asset Schedule, the Underwriting Package and any supplemental requests relating to the proposed Eligible Assets.
Transaction Mechanics; Related Matters. (a) During the Commitment Period, Buyer shall, in its sole discretion, from time to time purchase from Seller certain Eligible Assets, subject to the conditions contained herein. (For the avoidance of doubt, the parties hereby acknowledge and agree that any decision by Buyer, or any Affiliate thereof, to enter into any rate lock agreement, interest rate protection agreement, total return swap or any other agreement with respect to any Mortgage Asset, other than a Confirmation hereunder, shall not reflect, and shall not be deemed to reflect, Buyer’s approval of any Mortgage Asset or its determination to enter into any Transaction hereunder.) Seller shall request a Transaction, including a Wet Funding or Special Purpose Transaction, by delivering to Buyer (with a copy to the Custodian) a request in the form of Exhibit A attached hereto (a “Transaction Request”) within one (1) Business Day after Buyer approves such Transaction and delivers the related Confirmation.
Transaction Mechanics; Related Matters. (a) In the sole discretion of Buyer, Buyer may from time to time purchase from Seller certain Eligible Assets.
Transaction Mechanics; Related Matters. (a) During the Purchase Period, in the sole discretion of Buyer, Buyer may from time to time purchase from Seller certain Eligible Assets. Seller may request Transactions from Buyer not more than twice per calendar month during the Purchase Period. Buyer shall use commercially reasonable efforts to purchase each Mortgage Asset for which Seller delivers a Transaction Request to Buyer within one (1) Business Day after Buyer approves such Transaction and delivers the related Confirmation.
AutoNDA by SimpleDocs
Transaction Mechanics; Related Matters. (a) During the Purchase Period, in the sole discretion of Buyer, Buyer may from time to time purchase from a Seller certain Eligible Assets. A Seller shall request a Transaction by delivering to Buyer (with a copy to the Custodian) via Electronic Transmission a request in the form of Exhibit A attached hereto (a "Transaction Request"). Each such Transaction Request shall describe the Mortgage Assets proposed to be purchased in a Seller Asset Schedule and set forth (i) the proposed Purchase Date (which date, notwithstanding any extension of the Facility Termination Date which may occur in accordance with Section 3.05, shall not be later than the Final Purchase Date), (ii) the proposed Purchase Price, (iii) the proposed Repurchase Date, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Class and Type for each Mortgage Asset for which Seller is requesting the Transaction and (vi) any additional terms or conditions not inconsistent with this Agreement and shall be accompanied by the Underwriting Package with respect to each Mortgage Asset. In the event of any conflict between the terms of such Confirmation and this Agreement, the terms of this Agreement shall prevail.

Related to Transaction Mechanics; Related Matters

  • Related Matters Executive further acknowledges and agrees that as a condition to receipt of any severance benefits, Executive must (i) comply with Executive’s obligations under Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement; and (ii) resign from all officer and director positions with the Company and/or any affiliate (unless otherwise requested by the Company).

  • Liens and Related Matters A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 20,000,000 shares of Preferred Shares, par value $.0001(“Preferred Stock”), of which 31,590,949 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. No Common Stock (i) was issued in violation of the preemptive rights of any shareholder, or (ii) is held as treasury stock.

  • Press Releases and Related Matters Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least 2 Business Days' prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, members, partners, stockholders, customers or suppliers of any Partnership Entity, on the other hand, that is required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (or any documents incorporated by reference therein) that is not so described.

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Definitions and Related Matters Capitalized terms used in this Amendment shall have the meaning specified therefor in the License Agreement, and, in addition, the following terms shall have the meaning set forth below:

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

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