Prior Purchase Agreement Sample Clauses

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.
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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.
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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.
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Prior Purchase Agreement. Sellers acquired Xxxxxx (formerly known as Saxis Group LLC) pursuant to an equity interests purchase agreement dated as of April 15, 2013 between the LP, Xxxxxx Xxxxxx and Saxon Prime Holdings, LLC (the “Prior Purchase Agreement”). Purchaser agrees to cause Xxxxxx 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:
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Prior Purchase Agreement. 17 PROPERTY...........................................................................................17
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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.
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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.
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Related to Prior Purchase Agreement

  • 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.

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

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

  • 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.

  • 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 Agreement See the introductory paragraphs hereof.

  • Repurchase Agreement Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund; 3)

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

  • 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.

  • 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.

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