Prior Purchase Agreement Sample Clauses

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. 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. 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. 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: (i) Following the Closing, Xxxxxx 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 Xxxxxx Xxxxxx 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 Xxxxxx Xxxxxx 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 Xxxxxx Xxxxxx 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.
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Related to Prior Purchase Agreement

  • 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. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • 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 This Repurchase Agreement, duly executed by the parties thereto;

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • 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.

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

  • 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.

  • 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.

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