Original Purchase Agreement. Each purchase agreement executed between the Lessee and the Property Manufacturer concerning the purchase of the Property. Sub-lessee: Any person who receives sublease pursuant to Article 13. Standard Redemption Price: The price calculated for the return date stipulated in Article 25, paragraph 1, pursuant to Section 8 of Attachment 1. Performances: Performance, structure, design, design specification, utility value, exchange value, efficacy, salability, merchantability, durability, operation ability, suitability for use, lawfulness, or any other performance, function, characteristic, value and effect of the Property. Total Loss Event: (a) Extinguishment or loss of knowledge of whereabouts, (b) damage or breakdown for which repair or reuse is economically impossible as reasonably determined by the Lessors and so confirmed by the appraisal service appointed by the Lessors, or (c) seizure, expropriation or robbery caused to the Property, Unit Component or any Parts consisting thereof. Losses: Losses, damages, costs, fees, charges, liabilities, obligations, responsibilities, compensations, penalties, delinquency charges, invoices, and litigations. Unit Component: Each set of objects listed as an independent item in the Certificate of Lease for each Property (including the Parts fixed or installed in such object). Toshiba Lessors RA: Sumisho Lease Co., Ltd., which represents Toshiba Lessors with respect to the portion of the Property jointly owned by Toshiba Lessors in case of the return, sale or other type of disposal of the Property under the power of attorney stipulated in Article 4, Paragraph 2, of the Relevant Parties Agreement. Toshiba Group Companies: Toshiba Corporation and the companies that Toshiba Corporation holds 50% or more of the voting shares.
Original Purchase Agreement. With respect to the transactions contemplated by the Original Purchase Agreement (as defined below), Seller has taken all necessary corporate action to duly authorize those transactions contemplated therein as embodied in the terms thereof and Seller has not taken any corporate action to authorize any of its agents or representatives to materially deviate, on behalf of Seller, from the transactions contemplated by the Original Purchase Agreement as embodied in the terms thereof.
Original Purchase Agreement. Excluding the representations and warranties set forth in Sections 3(a), (b), (d), (e), (i), (y) and (z) of the Original Purchase Agreement, the representations and warranties of the Company set forth in Section 3 of the Original Purchase Agreement (the “Original Representations and Warranties”) are each true and correct as of the Closing Date, in each case as if made on the Closing Date. For purposes of this Agreement, the following terms as used in Section 3 of the Original Representations and Warranties shall have the following meanings:
i. the term “Agreement” shall have the meaning of the term “Agreement” as defined in this Agreement;
Original Purchase Agreement. Except as otherwise disclosed by Monolith to the Orlando Predators, Monolith is not aware that any of the representations, warranties or covenants of The Orlando Predators, Ltd. under the Original Purchase Agreement are not true or accurate as of the Effective Date.
Original Purchase Agreement. 25 Originator . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Original Purchase Agreement. Except as set forth in Schedule 2(b) hereto, The representations and warranties contained in the Original Purchase Agreement are true, correct and complete in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof as if made on the date hereof and on and as of the Closing Date as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date.
Original Purchase Agreement. Except as herein expressly modified by the context of this Agreement, the Original Purchase Agreement shall remain in full force and effect.
Original Purchase Agreement. 3 2I. No Material Adverse Change.................................. 3
Original Purchase Agreement. The Purchase Agreement dated as of June 22, 1995, as amended to date (as so amended, the "Original Purchase Agreement") by and among the Company and the Original Purchasers shall be amended substantially as set forth in Exhibit C hereto.
Original Purchase Agreement. Effective as of the Closing Date, Sections 5.09, 5.10, 5.11, 6.04, 6.05, 6.07 and 6.08 shall be terminated and shall be without further force or effect, with the other provisions of the Original Purchase Agreement to survive in accordance with their terms. This provision shall be without force or effect if this Agreement is terminated pursuant Section 8.04.
