Deposits Under the Purchase Agreement Sample Clauses

Deposits Under the Purchase Agreement. It is acknowledged that, on or prior to the date hereof, one or more of the Members (or their Affiliates) has paid all or a portion of the deposits required under the Purchase Agreement (the “Deposit”) and certain fees with respect to an application for an Acquisition Loan (the “Loan Fees”). On the date BH elects in a written notice from BH to CH, CH or an Affiliate will cause the Purchase Agreement to be assigned by Purchaser to and assumed by the Company in consideration of a credit by the Company to the Capital Account of the applicable Member equal to the portion of the Deposit and Loan Fees paid by such Member.
Sample 1
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Deposits Under the Purchase Agreement. It is acknowledged that, on or prior to the date hereof, the AW Member Group (or their Affiliates) has paid all or a portion of the deposits required under the Purchase Agreement (the “Deposit”). On the date BH elects in a written notice from BH to AW Manager (which shall not be later than the end of the Inspection Period under the Purchase Agreement), AW Manager or an Affiliate will cause the Purchase Agreement (excluding the rights thereunder to acquire the Excluded Project) to be assigned to and assumed by the Company in consideration of a cash reimbursement paid to the applicable Member (or its Affiliate) which paid such Deposit equal to the portion of the Deposit paid by such Member in excess of its Contribution Percentage of such Deposit which shall be paid by the other Member or Members (as applicable) in order to insure that the funding of the Deposits under the Purchase Agreement has been made on a pro rata basis by the Members in accordance with the Contribution Percentages as of such date. It is further agreed that on such date at the election of BH, AW Manager will further cause the rights under the Purchase Agreement to acquire the Excluded Project to be assigned to a separate Affiliate of AW Manager. At Closing (as defined in the Purchase Agreement), although the Company will be responsible for paying the aggregate purchase price to the Seller under the Purchase Agreement, the Company will direct the Seller to convey title to the Excluded Project directly to an Affiliate of the AW Manager which is not a member of the AW Member Group. At Closing, the Company shall reimburse the AW Member Group (or its Affiliate) for any previously unreimbursed portion of the Deposit.
Sample 1
Deposits Under the Purchase Agreement. Prior to or concurrently with the execution of this Agreement and the assignment of the Purchase Agreement to LR8 Owner, Sponsor and Xxxxxxxxx shall have funded together Four Million Eight Hundred Thousand Dollars ($4,800,000) as a deposit under the Purchase Agreement, each in an amount respective of their Percentage Interest as of the date of this Agreement. It is agreed that, on the Closing Date, such deposit shall constitute a portion of each such Member’s Initial Capital Contribution hereunder.
Sample 1

Related to Deposits Under the Purchase Agreement

  • Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.

  • Repurchase Agreement This Repurchase Agreement, duly executed by the parties thereto;

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

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

  • REVERSE REPURCHASE AGREEMENTS 1. Promptly after the Fund enters a Reverse Repurchase Agreement with respect to Securities and money held by the Custodian hereunder, the Fund shall deliver to the Custodian a Certificate, or in the event such Reverse Repurchase Agreement is a Money Market Security, a Certificate, Oral Instructions, or Written Instructions specifying: (a) the Series for which the Reverse Repurchase Agreement is entered; (b) the total amount payable to the Fund in connection with such Reverse Repurchase Agreement and specifically allocated to such Series; (c) the broker, dealer, or financial institution with whom the Reverse Repurchase Agreement is entered; (d) the amount and kind of Securities to be delivered by the Fund to such broker, dealer, or financial institution; (e) the date of such Reverse Repurchase Agreement; and (f) the amount of cash and/or the amount and kind of Securities, if any, specifically allocated to such Series to be deposited in a Senior Security Account for such Series in connection with such Reverse Repurchase Agreement. The Custodian shall, upon receipt of the total amount payable to the Fund specified in the Certificate, Oral Instructions, or Written Instructions make the delivery to the broker, dealer, or financial institution and the deposits, if any, to the Senior Security Account, specified in such Certificate, Oral Instructions, or Written Instructions. 2. Upon the termination of a Reverse Repurchase Agreement described in preceding paragraph 1 of this Article, the Fund shall promptly deliver a Certificate or, in the event such Reverse Repurchase Agreement is a Money Market Security, a Certificate, Oral Instructions, or Written Instructions to the Custodian specifying: (a) the Reverse Repurchase Agreement being terminated and the Series for which same was entered; (b) the total amount payable by the Fund in connection with such termination; (c) the amount and kind of Securities to be received by the Fund and specifically allocated to such Series in connection with such termination; (d) the date of termination; (e) the name of the broker, dealer, or financial institution with whom the Reverse Repurchase Agreement is to be terminated; and (f) the amount of cash and/or the amount and kind of Securities to be withdrawn from the Senior Securities Account for such Series. The Custodian shall, upon receipt of the amount and kind of Securities to be received by the Fund specified in the Certificate, Oral Instructions, or Written Instructions, make the payment to the broker, dealer, or financial institution and the withdrawals, if any, from the Senior Security Account, specified in such Certificate, Oral Instructions, or Written Instructions. 3. The Certificates, Oral Instructions, or Written Instructions described in paragraphs 1 and 2 of this Article may with respect to any particular Reverse Repurchase Agreement be combined and delivered to the Custodian at the time of entering into such Reverse Repurchase Agreement.

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Obligations Under the Security Agreement The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

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