Consummation of Purchase Agreement Sample Clauses

Consummation of Purchase Agreement. This Agreement is intended to evidence the consummation of the assignment by Seller and assumption by Buyer of the Assumed Liabilities and the sale by Seller and the purchase by Buyer of the Acquired Assets contemplated by the Purchase Agreement. Buyer and Seller by their execution of this Agreement each hereby acknowledges and agrees that neither the representations and warranties nor the rights and remedies of any party under the Purchase Agreement shall be deemed to be enlarged, modified or altered in any way by this Agreement. Any inconsistencies or ambiguities between this Agreement and the Purchase Agreement shall be resolved in favor of the Purchase Agreement.
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Consummation of Purchase Agreement. The Agent shall have received evidence satisfactory to it that (i) the Purchase Agreement shall have been consummated in compliance with applicable law and regulatory approvals and in accordance with the terms thereof and (ii) the aggregate purchase price (including cash and non-cash consideration, but without giving effect to post-closing adjustments) paid by the Borrower and/or any of its Subsidiaries for the TIWP Business acquired pursuant to the Purchase Agreement does not exceed $28,000,000.
Sample 1Sample 2
Consummation of Purchase Agreement. This Xxxx of Sale and Assignment and Assumption Agreement is intended to evidence the consummation of the assignment by Assignor and assumption by Assignee of the Parent Assets and the Specified Liabilities of Vuance associated with the Parent Assets contemplated by the Purchase Agreement. Assignor and Assignee by their execution of this Xxxx of Sale and Assignment and Assumption Agreement each hereby acknowledges and agrees that neither the representations and warranties nor the rights and remedies of any party under the Purchase Agreement shall be deemed to be enlarged, modified or altered in any way by this Xxxx of Sale and Assignment and Assumption Agreement. Any inconsistencies or ambiguities between this Xxxx of Sale and Assignment and Assumption Agreement and the Purchase Agreement shall be resolved in favor of the Purchase Agreement.
Sample 1
Consummation of Purchase Agreement. (a) The transactions contemplated by the Purchase Agreement shall have been consummated, or shall be so consummated simultaneously with the making of the initial Loans hereunder, without the waiver of any material term or condition by any party thereto. Without limiting the foregoing sentence, the Borrower shall have acquired from the Sellers all of the Sites (as that term is defined in the Purchase Agreement) free and clear of all Liens, except Permitted Liens, except for any Sites with respect to which the Agent has approved the Borrower's decision not to acquire such Site. No Site acquired by the Borrower shall have any Defect (as that term is defined in the Purchase Agreement) except as approved by the Agent. The consummation of the transactions contemplated by the Purchase Agreement shall be completed in a manner satisfactory to the Agent and its counsel, who shall be present at the closing thereof and shall receive conformed copies or photocopies of all documents relating thereto, including, without limitation, copies of all conveyance documents and financial information delivered by the parties to the Purchase Agreement. The Borrower shall use its best efforts to cause all opinions and certificates of the Sellers delivered in connection with such closing to be addressed to the Banks.
Sample 1

Related to Consummation of Purchase Agreement

  • Execution of Purchase Agreement The successful bidder has earned the right to make an offer to the Seller; no sale has been completed. The bidder will be required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required Xxxxxxx Money within 24 hours to the Seller in a check payable to Ness Bros. Buyer's offer expires 11:59 P.M. (local time) seven days after the online auction date, unless Seller timely accepts it; the Xxxxxxx Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of closing the tax xxxx for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax xxxx available to the closing agent. The succeeding year’s tax xxxx, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax xxxx available to the closing agent. --- GUARANTY: Any individual submitting a bid or signing the Purchase Agreement on behalf of any entity agrees to be individually bound by all these terms and conditions and individually responsible for payment of the Xxxxxxx Money and the balance due.

  • Amendment of Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Share Purchase Agreement 6- --------------------------------------------------------------------------------

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Consummation of Agreement Buyer shall use its reasonable efforts to satisfy all conditions to the Closing that are within its control to the end that the transaction contemplated by this Agreement shall be fully carried out.

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

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