Entity Purchase Clause Samples
The Entity Purchase clause defines the terms and conditions under which one party acquires ownership of a business entity from another party. It typically outlines the structure of the transaction, such as whether the purchase involves shares, membership interests, or other ownership units, and specifies the purchase price, payment method, and any conditions precedent to closing. This clause ensures that both parties clearly understand the scope of the transaction and the obligations involved, thereby reducing the risk of disputes and facilitating a smooth transfer of ownership.
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Entity Purchase. If HOLDER is a partnership, corporation or trust, the person executing this Offshore Securities Subscription Agreement on its behalf represents and warrants that:
(i) He or she has made due inquiry to determine the truthfulness of the representation and warranties made pursuant to this Offshore Securities Subscription agreement.
(ii) He or she is duly authorized (if the undersigned is a trust, by the trust agreement) to make this investment and to enter into and execute this Offshore Securities Subscription Agreement on behalf of such entity.
Entity Purchase. Purchaser acknowledges that, pursuant to Section 12(n) of the Contract, Seller has selected the Entity Purchase Alternative. Accordingly, Purchaser and Seller hereby confirm and ratify their respective obligations to negotiate in good faith the terms of (and enter into) a mutually agreeable Acquisition Agreement in accordance with and subject to the terms of said Section 12(n), provided, however, that the Acquisition Agreement shall include an obligation of Office Depot, Inc. to provide Purchaser with a purchase money loan upon substantially the same terms and conditions as the Purchase Money Loan described herein to be evidenced by the PM Loan Documents (once approved by the parties) with only such changes as may be necessary or advisable to conform such instruments to the changed circumstances.
Entity Purchase. Notwithstanding any provision in this Agreement to the contrary, in lieu of selling the fee interest in the Property to Purchaser (“Fee Purchase Alternative”), Seller shall have the right, at Seller’s sole and absolute discretion, to elect to sell to Purchaser all of the ownership interest of the members of Seller (the “Ownership Interest”), whereupon, at Closing, Purchaser shall acquire all of the Ownership Interest instead of the fee interest in the Property (the “Entity Purchase Alternative”). In the event that Seller desires to select the Entity Purchase Alternative, Seller shall, at least five (5) days prior to the expiration of the Inspection Period, deliver written notice of Seller’s exercise of the Entity Purchase Alternative. The Entity Purchase Alternative shall be consummated under substantially the same terms and conditions set forth in this Contract, including but not limited to the same Purchase Price, Inspection Period, Closing Date, representations, warranties and covenants as specified herein. At or before Closing, Seller and Purchaser agree to negotiate in good faith the terms of (and enter into) a mutually agreeable acquisition agreement pursuant to which Purchaser or Purchaser’s Nominee shall acquire all of the Ownership Interest (the “Acquisition Agreement”), failing which, the parties shall consummate the Closing as a Fee Purchase Alternative in accordance with the terms and conditions of this Contract. The Acquisition Agreement shall include the following: (i) the seller’s representations and warranties shall be as set forth in Schedule 8(n) attached hereto (the “Entity Purchase Representations”), which shall survive for a period of one (1) year from the Closing Date, (ii) Office Depot, Inc. shall provide appropriate indemnities to Purchaser and Purchaser’s Nominee for breach of the Entity Purchase Representations and to protect Purchaser and Purchaser’s Nominee from any liabilities existing prior to the Closing that Purchaser and/or Purchaser’s Nominee would not otherwise have assumed upon closing the Fee Purchase Alternative in accordance with the terms of this Contract, (iii) Purchaser and Purchaser’s Nominee shall provide appropriate indemnities to Office Depot, Inc. for any liabilities arising from and after Closing that are otherwise not the responsibility of Office Depot, Inc., and (iv) in the event that Purchaser is obtaining a new owner’s title insurance policy or otherwise updating or endorsing any existing owner’s title in...
Entity Purchase. This transaction is an entity purchase of VAV. Seller is making and Purchaser is relying upon warranties and representations of Seller regarding the entity.