Conditions to All Transactions Sample Clauses

Conditions to All Transactions. Section 11 of the Existing Repurchase Agreement is hereby amended by: 3.1 deleting Subsection 11(b)(5) in its entirety and replacing it with the following:
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Conditions to All Transactions. No Party will be required to consummate any of the Transactions unless each of the Required Unitholder Approvals has been obtained on or prior to the date of such consummation.
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Conditions to All Transactions. Administrative Agent’s obligation to enter into any Transaction is subject to Administrative Agent’s sole discretion and to the satisfaction (or deemed waiver thereof if Administrative Agent enters into a Transaction and Administrative Agent had knowledge of such failure to meet the following) of the following conditions precedent on the date of any such Transaction, in addition to satisfaction of all other conditions and requirements set forth herein:
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Conditions to All Transactions. NCMV shall deliver the following before it shall be permitted to enter into a Transaction hereunder: (a) A favorable written opinion of counsel (which shall include, without limitation, creation and perfection of the security interests created herein, corporate and enforceability opinions related to the execution of the Third Amendment); (b) A good standing certificate and certified copies of the charter and by-laws (or equivalent documents) and of all corporate or other authority with respect to the execution, delivery and performance of the Third Amendment and this Agreement and each other document to be delivered by it from time to time in connection herewith (and the Buyer may conclusively rely on such certificate until it receives notice in writing to the contrary); (c) Evidence that all other actions necessary, or in the opinion of Buyer, desirable to perfect and protect Buyer's interest in the Purchased Mortgage Loans and other Repurchase Assets have been taken, including, without limitation, UCC searches and duly authorized and filed Uniform Commercial Code financing statements on Form UCC-1 with respect to the Additional Sellers;
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Conditions to All Transactions. ▇▇▇▇▇’s obligation to enter into any Transaction is subject to ▇▇▇▇▇’s sole discretion and to the satisfaction (or deemed waiver thereof if ▇▇▇▇▇ enters into a Transaction and Buyer had knowledge of such failure to meet the following) of the following conditions precedent on the date of any such Transaction, in addition to satisfaction of all other conditions and requirements set forth herein:
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Related to Conditions to All Transactions

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee. (b) Upon any acquisition of a Collateral Obligation pursuant to this Article XII, all of the Issuer’s right, title and interest to the Asset or Assets shall be Granted to the Trustee pursuant to this Indenture, such Asset or Assets shall be Delivered to the Custodian, and, if applicable, the Custodian shall receive such Asset or Assets. The Trustee shall also receive, not later than the Cut-Off Date, an Officer’s certificate of the Issuer containing the statements set forth in Section 3.1(a)(viii); provided that such requirement shall be satisfied, and such statements shall be deemed to have been made by the Issuer, in respect of such acquisition by the delivery to the Trustee of a trade ticket in respect thereof that is signed by a Responsible Officer of the Collateral Manager. (c) Notwithstanding anything contained in this Article XII or Article V to the contrary, in addition to the rights described herein, the Issuer shall have the right to effect any sale of any Asset or purchase of any Collateral Obligation and ORCC shall have the right to exercise any optional purchase or substitution rights with the consent of Holders evidencing at least 75% of the Aggregate Outstanding Amount of each Class of Securities (and notice to the Trustee and the Rating Agency). (d) Notwithstanding anything contained in this Article XII or Article V to the contrary, upon the occurrence and during the continuance of an Enforcement Event, the Issuer shall not have the right to effect any sale of any Asset or purchase of any Collateral Obligation and ORCC shall not exercise any optional purchase or substitution rights, in each case without the consent of a Majority of the Controlling Class.