Prior Purchase Agreement Clause Samples

Prior Purchase Agreement. As of the date of the Closing, there will exist no Event of Default (which for this Section 3.26 shall mean that term as defined in the Prior Purchase Agreement) nor any event which, but for the requirement that notice be given or time elapse or both, would constitute an Event of Default under the Prior Purchase Agreement.

Prior Purchase Agreement. Seller has delivered to Purchaser a true and complete copy of the Purchase Agreement dated as of June 8, 2007, as amended (the “Prior Purchase Agreement”), between GMAC Residential Funding of Canada, Limited and the Interested Parties and all schedules and other documents or agreements entered into in connection therewith. Seller has made no claims for indemnification under the Prior Purchase Agreement and, to Seller’s Knowledge, there are no claims for indemnification that could be made under the Prior Purchase Agreement.

Prior Purchase Agreement. Seller and Blue Sphere acknowledge that the terms, provisions and covenants of the Prior Purchase Agreement, including the extension to February 28, 2015 of the automatic reversion of Interests pursuant to Section 3.1 thereof (the “Automatic Reversion”), are, as of the Effective Date, in full force and effect. In furtherance of the transactions contemplated by this Agreement, Seller, Buyer and Blue Sphere agree that: (i) the Automatic Reversion on the Reversion Date be deemed not to have occurred, and did not occur, and be deemed, and is, null and void; (ii) Blue Sphere be deemed to have been, and has been, the sole legal and beneficial owner of the Interests from the Reversion Date until and following the Effective Date; (iii) the Automatic Reversion is hereby extended automatically, without any further action by Seller or Blue Sphere (including, for the avoidance of doubt, without the requirement of the payment of any fee), until the earlier of (1) immediately prior to the Closing; (2) the termination of this Agreement; or (3) March 27, 2015; (iv) Seller and Blue Sphere will not amend, revise, supplement or otherwise modify the terms of the Prior Purchase Agreement without Buyer’s prior written consent; and (v) Seller, Buyer and Blue Sphere will use reasonable best efforts to effect the Closing at the earliest practicable date prior to March 27, 2015, conditioned on agreement having been reached on all relevant matters and final transaction documents having been prepared and approved by the respective parties. Seller, Buyer and Blue Sphere acknowledge and agree that if the Closing does not occur on or before March 27, 2015, or this Agreement is otherwise terminated in accordance with its terms and conditions, the extension of the Automatic Reversion shall terminate, and the Interests shall automatically revert to Seller in accordance with the terms of the Prior Purchase Agreement.

Prior Purchase Agreement. Seller shall promptly notify Purchaser of any Claim asserted in writing by Prior Purchaser pertaining to any breach or alleged breach of the Prior Purchase Agreement or interference with, or inducing breach of, the Prior Purchase Agreement.

Prior Purchase Agreement. Sellers acquired ▇▇▇▇▇▇ (formerly known as Saxis Group LLC) pursuant to an equity interests purchase agreement dated as of April 15, 2013 between the LP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Saxon Prime Holdings, LLC (the “Prior Purchase Agreement”). Purchaser agrees to cause ▇▇▇▇▇▇ to comply with certain informational and other covenants as required by such Prior Purchase Agreement related to certain Sellers’ obligations. In furtherance and not in limitation of the foregoing: (i) Following the Closing, ▇▇▇▇▇▇ and Purchaser shall be responsible for the defense of, and any and all obligations or any and all costs, losses, Claims (as defined below), liabilities, fines, penalties, damages and expenses which are caused by, or arising out of, of any of the following: (A) claims asserted by ▇▇▇▇▇▇ ▇▇▇▇▇▇ or his affiliates with respect to a Contingent Payment, as defined in the Prior Purchase Agreement (including for any period on or before the Closing Date); (B) claims asserted by ▇▇▇▇▇▇ ▇▇▇▇▇▇ or his affiliates with respect to any amounts claimed to be due and payable pursuant to the Saxis Liquidity Event (as defined in the Prior Purchase Agreement) constituted by the transactions contemplated hereby; and (C) claims asserted by ▇▇▇▇▇▇ ▇▇▇▇▇▇ or his affiliates at any time related to future Saxis Liquidity Events or a Contingent Payment for any period which ended following the Closing Date.

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Prior Purchase Agreement. The parties hereto acknowledge that the Termination Date (as defined in the Prior Purchase Agreement) has occurred with respect to the Prior Purchase Agreement. For the avoidance of doubt, the parties hereto acknowledge and agree that the Prior Purchase Agreement shall govern the sale of each Purchased Receivable (as defined in the Prior Purchase Agreement) attributable (directly and indirectly through the impact thereof on the attribution of Free Shares) to Commission Shares with a Date of Original Issuance on or prior to February 28, 2007, and this Agreement shall govern the sale of each Purchased Receivable (as defined herein)attributable (directly and indirectly through the impact thereof on the attribution of Free Shares) to Commission Shares with a Date of Original Issuance on or after March 1, 2007.