Gold Purchase Agreement Sample Clauses

Gold Purchase Agreement. (a) Red Eagle BVI and the Owner shall not amend or revise any part of the Gold Purchase Agreement, or terminate the Gold Purchase Agreement, during the Term, except with the prior written consent of Orion. (b) Neither Red Eagle BVI nor the Owner shall assign, in whole or in part, its rights and obligations under the Gold Purchase Agreement, except as contemplated by Section 12.1(b) or with the prior written consent of Orion.
Sample 1
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Gold Purchase Agreement. (a) Rio Alto and Rio Alto S.A.C. will be parties to a contract for the sale and purchase of gold (the “Gold Purchase Agreement”) with Red Kite. La Arena, being the owner of the Oxide Gold, hereby authorizes Rio Alto and Rio Alto S.A.C. to enter into the Gold Purchase Agreement and to deliver and/or sell the Oxide Gold pursuant to the terms of the Gold Purchase Agreement, such authorization terminating upon the expiry of the Option, without MSM having acquired all of the issued shares of La Arena. (b) To facilitate the purchase and sale of Unrefined Bullion and the Material (both as defined in the Gold Purchase Agreement) pursuant to the Gold Purchase Agreement during the term of the Option, La Arena will cause all Oxide Gold to be delivered to Red Kite with firstly, an amount of the Oxide Gold, as delivered from time to time, sufficient to pay all then outstanding repayment amounts pursuant to the Prepayment Delivery Schedule to constitute repayment pursuant to such repayment obligations of Rio Alto pursuant to the Prepayment Agreement, with no purchase price being payable by Red Kite in respect thereto and secondly, the remaining balance of the Oxide Gold as delivered from time to time to be purchased by Red Kite pursuant to the Gold Purchase Agreement at a purchase price selected by Red Kite from either the London Gold Market AM Fixing Price as published by the London Bullion Market Association or the Comex (1st Position) Settlement Price to be paid to La Arena. In addition, La Arena hereby irrevocably authorizes Rio Alto S.A.C. to do the following: (i) to enter into refining agreements (“Refining Agreements”) with Refiners (as defined in the Gold Purchase Agreement) on reasonable commercial terms in respect of treatment and refining charges, gold return and penalties, with a termination date no later than the date of the expiry of the Option; (ii) to deliver all Unrefined Bullion to either: A. the Refiners pursuant to the Refining Agreements; or B. pursuant to a sale to a third party for cash on reasonable commercial terms, in which case the sale proceeds go firstly, to purchase and deliver to Red Kite sufficient refined gold compliant with the Specifications (as defined in the Gold Purchase Agreement) so as to satisfy the outstanding repayment obligations of Rio Alto to Red Kite under the Prepayment Agreement; and secondly, the balance to La Arena; and (iii) to deliver to each Refiner an irrevocable written direction, directing that, until the earlier ...
Sample 1
Gold Purchase Agreement. After the date hereof the Sellers shall cause the Company to provide notice of a change of control of the Company in accordance with section 6.6(c) of the Gold Purchase Agreement.
Sample 1

Related to Gold Purchase Agreement

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

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • Purchase Agreement See the introductory paragraphs hereof.

  • 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).

  • Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

  • 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.

  • Purchase Agreements On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Sponsor as described in Section 1.4.2, and as provided for in such Sponsor Purchase Agreement. The Company and the Representative shall have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date and Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Representative as described in Section 1.4.2 and as provided for in such Representative Purchase Agreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Representative have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

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

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

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