Purchase Agreement Deposit and Approval of the Purchase Agreement Sample Clauses

Purchase Agreement Deposit and Approval of the Purchase Agreement. The Members acknowledge that (i) the TWC Member and the Condor Member have contributed $250,000.00 and $1,000,000.00, respectively, that was required to be funded under the Purchase Agreement (the “Purchase Agreement Deposit”), (ii) each Member has approved the Purchase Agreement as of the date hereof, and (iii) the Members and/or their Affiliates have previously funded a portion of the actually incurred or estimated diligence expenses of the LLC set forth on Exhibit B attached hereto (“Due Diligence Expenses”) in the proportions set forth therein. If and when the Closing occurs, all Due Diligence Expenses shall be credited to the Capital Accounts of the Members in such amounts and proportions as set forth on Exhibit B attached hereto. If, however, the Closing does not occur, then within fifteen (15) days from the date the Closing Date was to occur, (i) the Condor Member and the TWC Member shall true-up all Due Diligence Expenses by funding or reimbursing the other Member such that each Member will bear its Percentage Interest of all Due Diligence Expenses paid by the Members or their Affiliates prior to the Closing Date, such that each Member shall be reimbursed for any Due Diligence Expenses incurred by such Member and set forth on Exhibit B attached hereto, (ii) if the Purchase Agreement Deposit is returned, the Administrative Member will distribute to each Member within three (3) Business Days after the return by wire transfer of immediately available funds the amount of the Purchase Agreement Deposit it funded, and (iii) the Company shall dissolve.
Sample 1
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Purchase Agreement Deposit and Approval of the Purchase Agreement. The Members acknowledge that (i) the TWC Member and the Condor Member have contributed $250,000.00 and $1,000,000.00, respectively, that was required to be funded under the Purchase Agreement (the “Purchase Agreement Deposit”), (ii) each Member has approved the Purchase Agreement as of the date hereof, and (iii) the Members and/or their Affiliates have previously funded a
Sample 1

Related to Purchase Agreement Deposit and Approval of the Purchase Agreement

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

  • 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.

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • 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.

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

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

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • 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.

  • Amendment of Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • 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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