Definitive Purchase Agreement. Following Customer’s decision to exercise a [*], or to exercise an [*], in accordance with the terms and conditions stated herein, the parties will, within [*] calendar days of such exercise (or. if applicable, within [*] days of Customer’s
Definitive Purchase Agreement. Following Customer’s decision to exercise a [*] or to exercise an [*] in accordance with the terms and conditions stated herein, the parties will, within [*] calendar days of such exercise (or, if applicable, within [*] days of Customer’s acceptance of an alternate delivery month), sign a definitive amendment to the Purchase Agreement providing for the purchase of such [*]. Such amendment will include the provisions then contained in the Purchase Agreement as modified to reflect the provisions of this Letter Agreement and any additional mutually agreed terms and conditions.
Definitive Purchase Agreement. Following Customer’s exercise of a Purchase Right in accordance with the terms and conditions stated herein and Boeing’s identification of an available delivery position acceptable to Customer, the parties will sign a definitive agreement for the purchase of such Purchase Right Aircraft within 60 calendar days of such exercise. Such definitive agreement will include the provisions then contained in the Purchase Agreement as modified to reflect the provisions of this Letter Agreement and any additional mutually agreed terms and conditions.
Definitive Purchase Agreement. All of the terms and conditions of the proposed transaction would be stated in the Purchase Agreement, to be negotiated, agreed and executed by you and us. Neither party intends to be bound by any oral or written statements or correspondence concerning the Purchase Agreement arising during the course of negotiations, notwithstanding that the same may be expressed in terms signifying a partial, preliminary or interim agreement between the parties.
Definitive Purchase Agreement. The Purchaser and HPS will negotiate in good faith to execute the Definitive Agreements, containing customary terms and conditions which shall contain terms consistent with the terms of this Letter of Intent as well as comprehensive representations and warranties, covenants, conditions, provisions for indemnification and survival and other customary terms. Purchaser’s counsel shall draft all Definitive Agreements and all other agreements necessary to consummate the Transaction. The Definitive Agreements and all other such agreements must be satisfactory to the parties to such agreements.
Definitive Purchase Agreement. DTN, Ag1 and the Stockholders agree to negotiate in good faith to complete and execute a definitive purchase and sale agreement consistent with the terms of the Acquisition Proposal (the "Purchase Agreement") on or before December 31, 1999. The Purchase Agreement shall contain customary representations, warranties and indemnifications by Ag1 and the Stockholders as are appropriate to the Acquisition. The Purchase Agreement shall also contain customary conditions precedent to the obligations of the parties to consummate the Purchase Agreement, including, but not limited to, the due diligence, lien searches, litigation and proceedings, environmental matters, taxes and other liabilities of Ag1 being satisfactory to DTN and receipt of all approvals and consents of all necessary regulatory authorities. In addition to such customary conditions precedent, the obligations of DTN to consummate the Acquisition shall be conditioned upon the approvals (the "Approvals") of the Purchase Agreement and the Acuqisition by DTN's Board of Directors and the lenders under DTN's credit facilities. If the Purchase Agreement is executed, but the closing of the Purchase Agreement does not occur on or before May 31, 2000, due to the breach of the Purchase Agreement by DTN or due to the failure of DTN to obtain the Approvals (but not due to failure to satisfy the customary conditions precedent referred to above or the failure of the parties to the Purchase Agreement other than DTN), then (i) one-half of the aggregate amount of Operational Advances outstanding on May 31, 2000 shall be deemed forfeited by DTN and (ii) DTN and its subsidiaries will not engage in the business of selling agricultural inputs (such as seed, fertilizer, and chemicals), crop insurance or agricultural financing in competition with the business of Ag1 during the one year period commencing June 1, 2000 and ending May 31, 2001; provided, however, such non-compete provision shall not preclude DTN or its subsidiaries from furnishing agricultural information in a manner similar to its existing business.
Definitive Purchase Agreement. All of the terms and conditions of the proposed transaction shall be set forth in a definitive agreement (the “Purchase Agreement”) to be executed on or before June 30, 2010, with a subsequent date of closing (the “Closing Date”), to be mutually agreed to by Sellers and Purchaser. Neither party intends to be bound by any oral or written statements nor may correspondence concerning the proposed Purchase Agreement arising during the course of negotiations, notwithstanding that the same be expressed in terms signifying a partial, preliminary or interim agreement between the parties.
Definitive Purchase Agreement. All of the terms and conditions of the proposed transaction would be stated in the Purchase Agreement, to be negotiated, agreed and executed by you and us in good faith. If the parties have not executed the Purchase Agreement within eighteen calendar days of the date hereof ("Termination Date"), either party may terminate this letter of intent.
Definitive Purchase Agreement. The Purchase Right Supplement described in paragraph 3.1 above will include the provisions then contained in the Purchase Agreement as modified to reflect the provisions of this Letter Agreement and any additional mutually agreed terms and conditions. For the avoidance of doubt, the Purchase Right Supplement [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Should Boeing and Customer fail to agree upon the Purchase Right Supplement, then Boeing’s obligation to provide such Purchase Right Aircraft will terminate.
Definitive Purchase Agreement. The sale and purchase of either (as applicable) (i) the ZiLOG Remote Control Business Assets to UEI or (ii) the ZiLOG Other Assets to Xxxxx shall be documented in certain definitive agreements mutually agreed by the parties, including without limitation (and as applicable), a purchase agreement, a transition services agreement, an indemnity agreement, licenses, a non competition agreement (for a [**] year term commencing immediately upon the consummation of such sale and purchase and which agreement shall, in the case of a sale of the ZiLOG Remote Control Business Assets to UEI, among other things, prohibit (a) the re-creation, directly or indirectly, of a database of infra red codes that is similar to the database of infra red codes included in the ZiLOG Remote Control Business Assets and (b) the re-entering, directly or indirectly, into a business that is competitive with the ZiLOG Remote Control Business and which agreement shall, with respect to the ZiLOG Other Assets to Xxxxx or its designee, among other things, prohibit the entering or re-entering, directly or indirectly, into a business that is competitive with a business related to the ZiLOG Other Assets) and such other agreements, documents and legal opinions necessary to effectuate such sale and purchase. In the case of a UEI Initiated Transaction or any other Change in Control Transaction, the foregoing described definitive agreements must be substantially finalized prior to the execution of the definitive agreements with ZiLOG. [**].
