PARK PURCHASE AGREEMENT Sample Clauses

PARK PURCHASE AGREEMENT. Reference is hereby made to that certain Purchase and Sale Agreement, of even date herewith, between certain affiliates of HAM, as sellers, and MHC Operating Limited Partnership, as purchaser (the “Park Purchase Agreement”). Any initially capitalized term that is not otherwise defined herein shall have the meaning ascribed to such term in the Park Purchase Agreement. To the extent of any conflict between the terms and provisions of this Agreement and the Park Purchase Agreement, the Park Purchase Agreement shall, in every instance, control. Except as expressly provided herein or in the Park Purchase Agreement to the contrary, neither party may elect to terminate either this Agreement or the Park Purchase Agreement, in whole or in part, and close on any remaining portions of this Agreement or the related portion of the Park Purchase Agreement absent the specific written agreement of the other party, which agreement the other party may withhold in its sole discretion, it being the parties’ intention that a Closing as to any Property under the Park Purchase Agreement shall close simultaneously with the Closing for the Acquired Assets related to such Property under this Agreement. The parties agree that, where the Park Purchase Agreement is terminated as to a particular Property or where the Closing with respect to such Property does not occur, then this Agreement shall be automatically terminated only as to the Acquired Assets related to such Property; similarly, where this Agreement is terminated as to all Acquired Assets that are related to a particular Property or where the Closing with respect to such Acquired Assets shall not occur, then the Park Purchase Agreement, shall automatically be terminated only as to the Property that is related to such Acquired Assets. It is understood and agreed by the parties that notwithstanding anything contained in this Agreement or the Park Purchase Agreement to the contrary, the closing of the transactions contemplated by this Agreement are not conditioned upon the closings on all of the Acquired Assets occurring simultaneously, but that each closing under this Agreement shall close simultaneously with its counterpart closing under the Park Purchase Agreement.
Sample 1
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Related to PARK PURCHASE AGREEMENT

  • 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.

  • 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.

  • Share Purchase Agreement 33- --------------------------------------------------------------------------------

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • 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.

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

  • Purchase Agreement See the introductory paragraphs hereof.

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

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