Local Purchase Agreements Sample Clauses

Local Purchase Agreements. (a) At or prior to the Closing Date, Seller shall, and shall cause the other applicable Asset Selling Entities to, and Purchaser shall execute and deliver to the other Party the Local Purchase Agreements for each of the jurisdictions set forth on Schedule 5.16(a) to this Agreement and any other jurisdiction mutually agreed to by Purchaser and Seller (such agreement not to be unreasonably withheld, conditioned or delayed) as being necessary or appropriate to effect the sale, transfer, conveyance, assignment, delivery or assumption of any Transferred Asset in any such jurisdiction (each such jurisdiction where a Local Purchase Agreement is required to be executed and delivered pursuant to this Section 5.16, a “
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Local Purchase Agreements. Owners and Purchasers shall enter into Purchase Agreements necessary for Purchasers collectively to acquire the Global Business, subject to the Global Business Exclusions. After the date of this Agreement, to the extent that it becomes apparent to the parties hereto that an entity that is not a signatory to this Agreement owns an asset that is part of the Global Business being acquired by Purchasers and therefore needs to be transferred to a Purchaser, the Owners will cause such entity to join this Agreement and be bound by its terms, conditions and obligations and become part of the defined term “Owner.” Specifically, with respect to each Owner transferring assets (“Seller Local Entity”), each such Owner will agree pursuant to a Local Purchase Agreement and under the laws of the jurisdiction under which each such Owner is formed or in which the assets to be transferred reside, to transfer those assets and/or equity interests which are not part of the Global Business Exclusions owned by such Owner to the respective Purchaser (“Buyer Local Entity”).
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Local Purchase Agreements. Immediately prior to or concurrent with the Closing, the closings under the Local Purchase Agreements (other than the closings with respect to the Delayed Companies, Directly Transferred Joint Venture Interests and DTI Companies holding Joint Venture Interests) shall have occurred; PROVIDED, HOWEVER, this condition shall be deemed satisfied if DuPont has failed in any material respect to perform its obligations under this Agreement with respect to the subject matter under the Local Purchase Agreements prior to exercising its rights under this Section 7.1(f) or the failure to close under any Local Purchase Agreement shall be the result of a breach or the failure to be true of a representation or warranty or breach of a covenant by DuPont or any of its Affiliates under any Local Purchase Agreement.
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Local Purchase Agreements. (a) Immediately prior to the Closing, DuPont, on the one hand, and Buyer, on the other hand, shall cause the applicable executed Local Purchase Agreements to be delivered to the other parties thereto and to consummate the Sale as provided for therein and, after the Closing, DuPont and Buyer shall cause their respective Subsidiaries party to the Local Purchase Agreements to comply with such respective Subsidiaries' obligations thereunder; PROVIDED, that the foregoing obligations are subject (i) to Section 5.27 in the case of any Local Purchase Agreement which provides for the conveyance, assignment, transfer and delivery of Directly Transferred Local Joint Venture Interests or Local Shares of any DTI Company holding Joint Venture Interests and (ii) to Section 5.31 in the case of Delayed Companies. (b) To the extent there is a conflict between any of the provisions of this Agreement and any Local Purchase Agreement, the provisions of this Agreement shall control.
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Local Purchase Agreements. If reasonably requested by the Sellers or the Purchaser, the Purchaser and the Sellers shall enter into a separate, additional stock purchase agreement (each, a "LOCAL PURCHASE AGREEMENT") with respect to the sale and Amended and Restated 28 Stock Purchase Agreement purchase of the Shares of any Company organized in a non-U.S. jurisdiction, PROVIDED that no such agreement shall contain any (i) representations and warranties, covenants or conditions that are not also contained, in substantially similar form, in this Agreement or (ii) provisions inconsistent with the provisions of this Agreement.
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Local Purchase Agreements 
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Related to Local Purchase Agreements

  • 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.

  • 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.

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

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

  • Purchase Agreement See the introductory paragraphs hereof.

  • 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.

  • Underwriting Agreements If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Sections 2.1 or 2.3, the Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of each class of the Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.4. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities, such holder’s intended method of distribution and any other representations required by law.

  • 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.

  • Certain Agreements of the Initial Purchasers Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) a written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 4(c) above (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum.

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

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