Contracts of Sale Clause Samples
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Contracts of Sale. (a) Administrative Agent hereby approves the Residential Unit Contracts of Sale executed prior to the date hereof as described on Exhibit I attached hereto.
(b) Borrower shall not cause or permit Mortgage Borrower to enter into a Residential Unit Contract of Sale unless said Residential Unit Contract of Sale is in compliance with the terms and conditions of this Agreement and the Mortgage Loan Agreement. Each Residential Unit Contract of Sale shall be on the Approved Form of Contract of Sale (subject only to customary non-material negotiated revisions to said form that have no material adverse effect on Borrower, Mortgage Borrower, Administrative Agent, Lender or the Project), and all of the following conditions shall have been satisfied:
(i) The purchase price under such Residential Unit Contract of Sale for a Subdivided Residential Unit shall be greater than or equal to the Residential Unit Minimum Sales Price for such Subdivided Residential Unit;
(ii) such Residential Unit Contract of Sale shall not provide for Mortgage Borrower, as seller, to provide any seller financing or to take back any purchase money mortgages as part of the sales price;
(iii) such Residential Unit Contract of Sale shall not be subject to cancellation, except as provided in the Offering Plan, by the Condominium Laws (including those requiring disclosures to prospective and actual purchasers) and/or the Approved Form of Contract of Sale;
(iv) such Residential Unit Contract of Sale shall have no contingencies thereunder, unless otherwise approved by Administrative Agent in writing, except (w) Completion of the Construction Work, (x) those set forth in the Approved Form of Contract of Sale or Offering Plan, (y) a contingency for Mortgage Borrower’s obligation to consummate the closing in accordance with the provisions of the Residential Unit Contract of Sale on or before the date set forth therein for such closing, which date shall not be prior to the date set forth in the Anticipated TCO Date Schedule for said Subdivided Residential Unit, and (z) a financing contingency on then current market terms and conditions, provided that any Residential Unit Contract of Sale that contains a financing contingency shall not be included in the calculation of Residential Net Sale Proceeds in connection Mortgage Borrower’s compliance with the Sales Pace Covenant until such time as the financing contingency has been satisfied, expired by its terms or been waived in writing by the purchaser thereu...
Contracts of Sale. Following the occurrence and during the continuance of an Event of Default, Grantor irrevocably authorizes Beneficiary, at its sole option, to collect, in the name of Grantor or in its own name as assignee, all payments due or to become due under any Contract of Sale. Grantor agrees that it will facilitate in every reasonable way the collection by Beneficiary of such payments, and will, upon written request by Beneficiary, execute a written notice and deliver the same to each purchaser directing the purchaser to make such payments to Beneficiary. In no event shall Beneficiary be accountable for more moneys than it actually receives pursuant to a Contract of Sale, nor shall Beneficiary be liable for any failure to collect payments under any Contract of Sale. The right to determine the method of collection and the extent to which the enforcement of collection shall be prosecuted is reserved to the sole discretion of Beneficiary. Grantor, without the prior written consent of Beneficiary, will not execute any assignment of any Contract of Sale or the payments due thereunder. Grantor shall furnish to Beneficiary, within ten (10) days after a written request from Beneficiary, a written certification containing the names of all contract purchasers of the Property and shall attach to such certification a copy of any Contract of Sale. Nothing contained in this Section shall (a) be construed as a consent by Beneficiary to any Transfer of the Property, or (b) constitute a delegation to Beneficiary of any of Grantor’s duties or obligations under any Contract of Sale. Grantor agrees to indemnify Beneficiary and the Trustees for, and forever hold them harmless from, any Claim arising out of, or in connection with, any Contract of Sale.
Contracts of Sale. To the best of Borrower’s knowledge, all of the Contracts of Sale when entered into will be valid and enforceable. The Borrower will not commit or suffer any act or omission which would or could constitute a default on its part entitling any purchaser to damages, rights of set-off or right to terminate any Contract of Sale. All Contract Deposits shall be held pursuant to the Contract of Sale by the Title Insurer.
Contracts of Sale. If requested by the Agent in its sole discretion, the Agent shall have received conformed copies of the acquisition or option contracts for all Projects being purchased by the Obligors within Approved Subdivisions.
Contracts of Sale. At the Collateral Agent's option and request, the Collateral Agent shall have received conformed copies of the acquisition or option contracts for all Lots being purchased by the Borrowers within Approved Subdivisions.
Contracts of Sale. The pertinent Seller shall have authorized the registration of the Buyer’s interest under the ▇▇▇▇ of Sale in respect of (as applicable) the pertinent Airframe and Engines or the pertinent Engine with the International Registry at the pertinent Transfer Time.
Contracts of Sale. The contract between the cargo seller and the cargo buyer is a contract for the sale of goods and is normally quite separate from the ship’s charter or other contract of carriage. Certain aspects of the sale of goods contract are important for a shipmaster to understand. Contract for sale of goods have three important points: The time or circumstances of the passing of ownership of the goods from seller to buyer; The time when payment becomes due; and The time when the risk (of loss/damage) passes from seller to buyer. International sale of goods contracts usually incorporate a set of mutually-agreed trade terms named incoterms which help the buyer and seller avoid misunderstanding over the above points. Fob and cif are the chief incoterms used for sea or inland waterway transport.
Contracts of Sale. Prior to the initial disbursement of Loan ------------------- proceeds (other than initial closing expenses), Borrower shall deliver to Lender Contracts for Sale for at least thirty-three (33) of the thirty-six (36) Units contained in each building to be constructed which shall produce aggregate Net Sale Proceeds sufficient to cover 120% of the maximum aggregate funding permitted under the Loan and with each sales price being otherwise acceptable to Lender based on Lender's underwriting analysis (the "Required Contracts of Sale"). If at any time the foregoing requirement is --------------------------- not satisfied, such failure shall constitute an Event of Default hereunder and under the Loan Agreement unless the Borrower provides to Lender substitute Contracts for Sale of equal or greater purchase prices within thirty (30) days of the occurrence of such failure. Borrower shall not modify, amend, cancel, rescind, extend, terminate, or otherwise change in any manner any Contract of Sale without the prior written consent of the Lender. Additionally, Borrower shall not enter into any new Contract of Sale with a purchase price less than the Approved Sales Price. Furthermore, Borrower shall not enter into any new Contract of Sale that will require a modification to the Plans, the cost of which exceeds five percent (5%) of the Approved Sales Price for such Unit. All Contracts of Sale must include a delivery date that can be achieved in accordance with the Construction Schedule. Additionally, a matrix must be approved by Lender that demonstrates on a Unit-by-Unit basis that each Unit under a Contract of Sale will be delivered within twenty-four (24) months from the date of the Contract of Sale. No extension of such contracts may be made without Lender's approval.
Contracts of Sale. Following the occurrence of an Event of Default, the Mortgagor and ALS irrevocably authorize the Agent, at its sole option, to collect, in the name of the Mortgagor and/or ALS or in its own name as assignee, all payments due or to become due under any Contract of Sale. The Mortgagor and ALS agree that they will facilitate in every reasonable way the collection by the Agent of such payments, and will, upon written request by the Agent, execute a written notice and deliver the same to each purchaser directing the purchaser to make such payments to the Agent. In no event shall the Lenders be accountable for more moneys than they actually receive pursuant to a Contract of Sale, nor shall the Lenders be liable for any failure to collect payments under any Contract of Sale. The right to determine the method of collection and the extent to which the enforcement of collection shall be prosecuted is reserved to the sole discretion of the Agent. The Mortgagor and/or ALS, without the prior written consent of the Agent, will not execute any assignment of any Contract of Sale or the payments due thereunder. The Mortgagor and/or ALS shall furnish to the Agent, within ten (10) days after a written request from the Agent, a written certification containing the names of all contract purchasers of the Property and shall attach to such certification a copy of any Contract of Sale. Nothing contained in this Section shall (a) be construed as a consent by the Lenders to any Transfer of the Property, or (b) constitute a delegation to the Lenders of any of the Mortgagor's duties or obligations under any Contract of Sale. The Mortgagor and ALS agree to indemnify the Lenders for, and forever hold them harmless from, any Claim arising out of, or in connection with, any Contract of Sale.
Contracts of Sale. All of the Contracts of Sale identified on ------------------- EXHIBIT "B", attached hereto, are in full force and effect and are valid and subsisting; to the best of Borrower's knowledge there are no defaults thereunder or any defenses or offsets thereto on the part of any purchaser thereunder and no notice has been received from any purchaser claiming any default by the Borrower, as seller, thereunder or requesting a termination thereof. No modifications or amendments have been made to any of such Contracts of Sale except as previously disclosed in writing to Lender and no agreements are in existence, oral or written, which would or could modify the obligations of the Borrower, as seller, or the purchasers thereunder. Except as disclosed to Lender, Borrower has neither committed nor suffered any act or omission which would or could constitute a default on its part entitling any purchaser to damages, rights of set-off or right to terminate any Contract of Sale. EXHIBIT "B" accurately identifies all Contract Deposits paid by the purchasers under Contracts of Sale and all Contract Deposits for Condominium Units only are being held, pursuant to the form of escrow agreement(s) previously approved by Lender in separate Escrow Account(s) under the exclusive control of the Escrow Agent, which Escrow Account(s) meet all of the requirements of the provisions of this Addendum.