Entry into Arizona Asset Purchase Agreement Sample Clauses

Entry into Arizona Asset Purchase Agreement. Concurrently with the execution of this Agreement, the Company and Arizona have entered into the asset purchase agreement attached hereto as Exhibit D (the “Arizona Asset Purchase Agreement”) which agreement will become effective as provided therein. On the first Final Condition Satisfaction Date, the Arizona Asset Purchase Agreement will become effective and Arizona and the Company will consummate the transactions contemplated by the Arizona Asset Purchase Agreement (the “Arizona Asset Sale”). The obligation of the Company to consummate the Arizona Asset Sale is subject to the receipt by the Company of a written letter, in form and substance, reasonably satisfactory to the Company from Parent and Sub on the Final Condition Satisfaction Date that confirms that the conditions to the obligations of Parent and Sub to effect 67 the Merger set forth in Section 9.3 have been irrevocably satisfied or waived; and the receipt by Arizona, Parent and Sub of a written letter, in form and substance reasonably satisfactory to Arizona, Parent and Sub, from the Company on the Final Condition Satisfaction Date that confirms that the conditions to the obligations of the Company to effect the Merger have been irrevocably satisfied or waived.
Sample 1
AutoNDA by SimpleDocs

Related to Entry into Arizona Asset Purchase Agreement

  • Asset Purchase Agreement The transactions contemplated by the Asset Purchase Agreement shall have been consummated.

  • Transfer Agreement PROVISION FOR TRANSFER AGREEMENT The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of [•], 2021 (the “Agreement”),1 by and among the Commitment Parties, including the transferor to the Transferee of any Senior Note Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Commitment Party” under the terms of the Agreement, based on the Debtor Claim that is Transferred. This Transfer Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflict of laws that would require the application of the law of any other jurisdiction. The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein. The Transferee intends to be and is bound under the Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Transferee. Date Executed: ________________ TRANSFEREE Name of Institution: By: Name: Its: Telephone: Facsimile: Aggregate Amounts Beneficially Owned or Managed on Account of Senior Note Claims: 2026 Senior Notes $ Credit Agreement Claims: $ 1 Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. DIP Claims: $ Xxxxxxx Common Stock Number of Shares: Any other Debtor Claims: Type: $ Type: $ NOTICE ADDRESS: [ ] [ ] [ ] Attention: [ ] E-mail: [ ] with a copy to: [ ] [ ] [ ] Attention: [ ] E-mail: [ ] EXHIBIT C JOINDER AGREEMENT Joinder Agreement [_________], 2021 The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of [•], 2021, a copy of which is attached hereto as Annex I (as it may be amended, supplemented, or otherwise modified from time to time, the “Agreement”),1 by and among the Commitment Parties.

  • 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.

  • Amendments to the Receivables Purchase Agreement The Receivables Purchase Agreement is hereby amended as follows:

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

  • Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.

  • Amendments to Purchase Agreement 11. The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

  • 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.

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

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

Time is Money Join Law Insider Premium to draft better contracts faster.