Conditions of Purchase Sample Clauses

Conditions of Purchase. Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.

Conditions of Purchase. Each Investor's obligation to purchase and pay for the Purchased Shares hereunder shall be subject to compliance by the Company and each Principal Shareholder in all material respects with their agreements herein contained and to the fulfillment on or before and at the Closing of the following conditions:

Conditions of Purchase. 37 8.1 General Conditions...................................................................37 8.2 Conditions to Obligations of PEI.....................................................38 8.3 Conditions to Obligations of Sellers.................................................38 ARTICLE 9 TERMINATION OF OBLIGATIONS; SURVIVAL.................................................39

Conditions of Purchase. 9 Section 3.1 Conditions Precedent to Purchase................................................................ 9 Section 3.2 Conditions Precedent to Subsequent Payments..................................................... 9 ARTICLE IV. COVENANTS..........................................................................................

Conditions of Purchase. Section 3.1. Conditions Precedent to Purchase 10 Section 3.2. Conditions Precedent to Subsequent Payments 10

Conditions of Purchase. The respective obligations of each Purchaser to purchase the Securities to be purchased by it at the Closing is subject to the satisfaction or waiver of each of the following conditions on or prior to the Closing Date:

Conditions of Purchase. Purchaser’s obligation to purchase and pay for a Student Loan in a Portfolio hereunder shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement with respect to such Student Loan are true on the Scheduled Sale Date relating to such Student Loan; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Act or the Guarantee Agreement as a condition to the assignment of such Student Loan shall have been made or received and evidence thereof delivered to both Purchaser and Purchaser ELT; (d) without a prior Rating Agency Confirmation, all Student Loans purchased pursuant to this Agreement shall have been originated by Great Lakes Educational Loan Services, Inc. or ACS Education Services, Inc.; and (e) the entire interest of Seller in such Student Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof.

Conditions of Purchase. The Purchaser acknowledges that the Corporation's obligation to sell the Shares to the Purchaser is subject to, among other things, the conditions that:

Conditions of Purchase a. The Purchaser acknowledges that the Issuer’s obligation to sell the Shares to the Purchaser is subject to, among other things, the conditions that: i. the Purchaser duly completes, signs, and delivers to the Issuer a copy of this Agreement, together with all documents required by applicable securities legislation and the Exchange for delivery on the Purchaser’s behalf, including without limitation the documents described in section 2.b. hereof; ii. the Issuer has received all necessary regulatory approvals to the Private Placement including the approval of the Exchange; iii. the Issuer accepts this subscription; iv. the sale of the Shares is exempt from prospectus requirements under the BC Act and any other applicable securities legislation relating to the sale of the Shares or all appropriate securities regulators issue all orders, consents, or approvals required to permit the sale without the Issuer having to register or file a prospectus or deliver an offering memorandum to the Purchaser; v. the Purchaser’s representations and warranties remain true and correct as at the Closing Date; and