Res 1996-214 - Laserfiche WebLink

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Iff 9. Substitution - (a) Seller may, subject to agreement with and acceptance by Buyer, substitute other securities for any Pu~chased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such purchased Securities. (b) In transactions in which the Seller retains custody of Purchased Securities, the parties expressly agree that Buyer shall be deemed, for purposes of sub- paragraph (a) of this paragraph, to have agreed to and accepted in this agreement substitution by Seller of other Securities for Purchased Securities; provided, however, that such other securities shall have a Market Value at least equal the . - Market Value of the purchased securities for which they are substituted. 10. Representations Each of Buyer and Seller represents and warrants to the other that (I) it is duly authorized to execute and deliver this Agreement, to enter into the Transaction contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal {or, if agreed in writing in advance of any transaction by the other party hereto, as agent for a disclosed principal}, (iii) the person signing this.. Agreement in it's behalf is duly authorized to da so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this agreement and the Transactions hereunder and such authorizations are in full force and effect, and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, character, by-law, or rule applicable to it or any agreement by which it is bound or by which any of it's assets are affected. On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it. < 11. Events of Default In the event that (I) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase date, (ii) Seller or Buyer fails, after one business day's notice, to comply with paragraph 4 hereof, (iii) Buyer fails to comply with paragraph 5 hereof, (iv) an Act of insolvency occurs with respect to Seller or Buyer, (v) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vi) Seller or Buyer shall admit to n the other it's inability to, or it's intention not to, perform any of it's .' obligations hereunder (each an "Event of Default~): ; (a)At the option of the non-defaulting party, exercised by written notice to . í the defaulting party (which option shall be deemed to have been exercised even , if no notice is given, immediately upon the occurrence of an Act Insolvency), the repurchase date for each transaction hereunder shall be deemed immediately to occur. (b)In all transactions in which the defaulting party is acting as Seller, '., the ll. non-defaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this paragraph, (I) the defaulting party's obligations hereunder to repurchase all Purchased Securities in such transactions shall be increased by the aggregate amount obtained by daily application of (x)the greater of the Pricing Rate for such transactioh or Prime Rate to (y) the Repurchase Price for such transaction as of the Repurchase Date as determined pursuant to subparagraph (a) of this paragraph {decreased as of any day by (A) any amounts retained by the non-defaulting party with respect to such Repurchase Price pursuant to clause (iii) of this subparagraph, (B) any proceeds from the sale of Purchased Securities pursuant to sub-paragraph (d) (I) of this paragraph, and (C)any amounts credited to the account of the defaulting party pursuant to sub-paragraph (e) of this paragraph) on a 360 day per year basis for 15