The Purchases Clause Samples
The Purchases clause defines the terms and conditions under which goods or services are bought by one party from another. It typically outlines what items are being purchased, the quantities, pricing, and any relevant specifications or delivery requirements. This clause ensures both parties are clear on the expectations and obligations regarding the transaction, thereby reducing the risk of misunderstandings or disputes over what is being bought and under what terms.
The Purchases. (a) The Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser as of the Initial Closing Date without recourse, all of its right, title and interest in and to (i) each Premium Finance Agreement (including the power of attorney included therein) that have an Aggregate Receivable Balance as of the day prior to the Initial Closing Date and which as of its Cut Off Date satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (the “Initial Receivables”), (ii) the Seller’s security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to each such Initial Receivable on or after its Cut Off Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect of the Receivables and other charges, refunds and rebates due on such Receivables and, (iv) all proceeds of all of the foregoing (the property described in clauses (i) - (iv) above being, the “Conveyed Property”).
(b) The Seller hereby sells, transfers, assigns, and otherwise conveys to the Purchaser without recourse, as of the related Addition Date, all of its right title and interest in and to (i) each Premium Finance Agreement (including the Power of Attorney included therein) originated or acquired on or after the Initial Closing Date which as of its date of its origination satisfies the eligibility criteria set forth in the definition of “Eligible Receivables” in the Pooling and Servicing Agreement (“Additional Receivables” and together with the Initial Receivables, the “Receivables”); provided however that the Seller shall not be required to sell, transfer, assign or convey to the Purchaser any Premium Finance Agreement which was originated or acquired after the Initial Closing Date, but prior to the date on which the state in which the stated address of the Obligor in the related Premium Finance Agreement is located became a Permitted State, (ii) the Seller’s security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to such Additional Receivables on or after the related Addition Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds of any guarantees issued by insurance agents in respect of t...
The Purchases. (a) Subject to the conditions described in Section 2.1, the initial Purchase shall be made in accordance with the procedures described in Section 2.2(b). After the date of the initial Purchase, until the occurrence of the Termination Date, the CP Purchasers and the Liquidity Purchasers shall make subsequent Purchases in accordance with the provisions of the Indenture, but subject to the provisions of Section 2.1 (b) and Section 2.2 hereof.
(b) Each Purchase shall be made at least two Business Days after receipt by the Purchaser of a written Funding Notice substantially in the form of Exhibit A hereto delivered by the Issuer to each Deal Agent. Each Funding Notice must be received by the Deal Agents no later than 3:00 p.m. on a Business Day. If any Funding Notice is received by a Deal Agent after 3:00 p.m. on a Business Day or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by such Deal Agent at 9:00 a.m. on the next following Business Day. Each such notice shall specify the amount by which the principal of the Note is to increase on such Purchase Date. The Issuer shall deliver no more than one such notice to each Deal Agent in any calendar month, and each amount specified in any such notice must be in an aggregate amount for all Purchasers at least equal to (i) $5,000,000 in the case of the initial Purchase and (ii) $500,000 in the case of any subsequent Purchase, and integral multiples of $1,000 in excess thereof provided, however, that such Advance shall not (x) exceed the product of (A) 100% minus the Minimum Subordination Percentage and (B) the aggregate Principal Balance of the Eligible Loans being transferred to the Issuer in connection with such Advance and (y) cause the Outstanding Amount of the Notes to exceed the lesser of (i) the Borrowing Base or (ii) the Purchase Limit. Following receipt of such notice, each Deal Agent shall determine whether or not its related CP Purchaser shall make the Purchase. If a CP Purchaser declines to make the Purchase, such Purchase will be made by the related Liquidity Purchaser. On the date of such Purchase, each CP Purchaser or each Liquidity Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Issuer, in same day funds, in the Funding Account, an amount equal to such CP Purchaser's or such Liquidity Purchaser's ratable share of the Purchase.
The Purchases. From time to time during the Effective Period, the Seller may request that the Purchaser purchase from the Seller Eligible Receivables, together with the Related Assets with respect thereto, by delivery to the Purchaser of a properly completed Purchase Request. The Purchaser shall advise the Seller within five Business Days whether it wishes in its sole discretion to buy all of such Eligible Receivables, together with the Related Assets, on the terms set forth in such Purchase Request. This Agreement and the Purchase Requests shall evidence the terms and understanding of the parties with respect to any such purchase of Eligible Receivables, together with the Related Assets. All income, gains, profits, and losses with respect to each Eligible Receivable purchased hereunder shall be the property of the Purchaser.
The Purchases. Upon the terms and subject to the conditions set forth in this Agreement, at the Initial Closing and the Subsequent Closing, WallerSutton shall purchase from the Company, and the Company shall sell to WallerSutton, the number of shares of Series A Preferred Stock and Warrants set forth opposite its name on Exhibit B-1 (the “Initial Purchase”) and Exhibit B-2 (the “Subsequent Purchase”), respectively (collectively, the “Purchases”), at the purchase price set forth opposite WallerSutton’s name on each exhibit. The aggregate purchase price to be paid by WallerSutton, based on $.536 per share of Series A Preferred Stock, for the Series A Preferred Stock and Warrants purchased by it hereunder is set forth on Exhibit B-1 and B-2, as the case may be, as “Total Purchase Price” (collectively, the “Purchase Price”). No further payment shall be required from WallerSutton in connection with the Purchases.
The Purchases. From time to time during the Effective Period, the Seller may request that the Purchaser purchase from the Seller Eligible Receivables or Servicing Contracts, together with the Related Assets with respect thereto, by delivery to the Purchaser of a properly completed Purchase Request. The Purchaser shall advise the Seller within five business Days whether it wishes in its sole discretion to buy all of such Eligible Receivables or Servicing Contracts, together with the Related Assets, on the terms set fort in such Purchase Request. If the Purchaser accepts a Purchase Request, on the Closing Date specified in such Purchase Request, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Receivables and Servicing Contracts described on such Purchase Request, together with the Related Assets and the Collections, for the Purchase Price specified therein. This Agreement and the Purchase Requests shall evidence the terms and understanding of the parties with respect to any such purchase of Eligible Receivables and Servicing Contracts, together with the Related Assets. All income, gains, profits, and losses with respect to each Eligible Receivable and Servicing Contracts purchased hereunder shall be the property of the Purchaser.
The Purchases. The Purchases. () Each Originator hereby transfers, assigns, and otherwise conveys to the Purchaser without recourse, all of its right, title and interest in and to (i) the Receivables identified on the Receivable Schedule delivered to the Purchaser on the Initial Closing Date, (ii) all monies due or to become due with respect to such Receivables, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums and other charges due on such Receivables, and, (iii) all proceeds of all of the foregoing (the property described in clauses (i) - (iii) above being, the "Conveyed Property").
The Purchases. LWK shall sell its 1% general partner interest and BMHC shall purchase the general partner interest. LWK shall sell its 49% limited partner interest and L&H shall sell its 1% limited partner interest and Framing shall purchase the collective 50% limited partner interests. As a result, BMHC will hold a 1% general partner interest and Framing will hold a 99% limited partner interest in the Partnership upon consummation of the purchases.
The Purchases. (a) On each Purchase Date, subject to satisfaction of the applicable conditions set forth in Exhibit II hereto, the Purchaser shall make available to the Provider in same day funds, at the Provider Account, an amount equal to the Initial Disbursement of the Purchased Batch. The Initial Disbursement for such Purchased Batch plus the Residual Amounts (representing the deferred purchase price with respect thereto) payable on the dates set forth in Section 1.04(c), shall constitute the "Purchase Price" with respect to such Purchased Batch. Reference is made to Exhibit XIII hereto for a numerical example (for illustrative purposes only) of the manner of calculation of the Initial Disbursement and the Residual Amounts for a Purchased Batch.
(b) Effective on each Purchase Date, in consideration of payment of the Purchase Price, the Provider hereby sells and assigns to the Purchaser, as absolute owner, the Purchased Batch purchased on such Purchase Date.
The Purchases. MBFG agrees, on the terms and conditions hereinafter set forth, to purchase from Seller, from time to time until the Purchase Termination Date, Eligible Receivables.
The Purchases. Upon the terms and subject to the conditions set forth in this Agreement, at the Initial Closing and the Subsequent Closing, the Pequot Entities shall purchase from the Company, and the Company shall sell to the Pequot Entities, the number of shares of Series D Preferred Stock and Warrants set forth opposite such entity's name on Exhibit B- I (the "Initial Purchase") and Exhibit B-2 (the "Subsequent Purchase"), respectively (collectively, the "Purchases"), at the purchase price set forth opposite such entity's name on each exhibit. The aggregate purchase price to be paid by the Pequot Entities for the Series D Preferred Stock and Warrants purchased by them hereunder is set forth on Exhibit B-1 and B-2, as the case may be, as "Total Purchase Price" (collectively, the "Purchase Price").