Purchase Agreement, etc Sample Clauses

Purchase Agreement, etc. (a) The Borrowers have heretofore furnished the Banks a true and correct copy of the Purchase Agreement. (b) Each Borrower and, to each Borrower's knowledge, each other party to the Purchase Agreement, as required, has duly taken all necessary corporate action to authorize the execution, delivery and performance of the Purchase Agreement and the consummation of the transactions contemplated thereby. (c) The purchase of the assets of Able Electronics by Sigmatron as contemplated by the Purchase will comply in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, member, partner and other material consents, approvals and exemptions required to be obtained by the Borrowers and, to each Borrower's knowledge, each other party to the Purchase Agreement in connection with the Purchase will be, prior to consummation of the Purchase, duly obtained and will be in full force and effect. As of the date of the Purchase Agreement, all applicable waiting periods with respect to the Purchase will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Purchase. (d) The execution and delivery of the Purchase Agreement did not, and the consummation of the Purchase will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Borrower or, to each Borrower's knowledge, any other party to the Purchase Agreement, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Borrower is a party or by which any Borrower is bound or, to each Borrower's knowledge, to which any other party to the Purchase Agreement is a party or by which any such party is bound. (e) No statement or representation made in the Purchase Agreement by any Borrower or, to any Borrower's knowledge, any other party, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.
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Purchase Agreement, etc. The Agent, the Trustee and each Purchaser shall have received copies, certified by an Officer of the Company as true, correct and complete, of the Purchase Agreement, which shall be in full force and effect and shall not have been amended or restated in any material respect without the prior written consent of the Agent. All of the conditions precedent set forth in Section 9 of the Purchase Agreement shall have been satisfied and the Agent shall have received an Officer's Certificate of the Company certifying satisfaction of all such conditions precedent. The Sellers, the Trustee, the Agent and the Purchasers shall have delivered the Release Agreement.
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Purchase Agreement, etc. The sale of Goubin shall be by means of the sale of its entire capital stock, the sale of all its assets subject to all its Liabilities, or any substantially similar transaction; provided, however, that if the Principals agree to a partial sale of Goubin, they shall adjust the mechanism set forth in this Section 5.1(b)(i) as they deem appropriate. Any sale of Goubin shall be without any recourse against the Merial Venture except as to title matters and except as to any Damages payable to a Third Party other than the purchaser (or its affiliates) of Goubin to the extent resulting from the negligence, recklessness or willful misconduct of the Merial Venture, including of the management of Goubin. Subject to the following sentence, all Damages, Liabilities and contingencies associated with a sale of Goubin pursuant to this Section 5.1(b)(i) above suffered or incurred by Merck, Merial and their respective Subsidiaries shall be for the account of RP. RP shall (and no Merial Venture Company shall), in any contract for the sale of Goubin to a Third Party purchaser, undertake to indemnify the purchaser thereof for all breaches of representations, warranties or covenants in such contract related to Goubin and its sale; provided that RP shall have approved all of such representations, warranties and covenants prior to the contract being concluded; and further provided that Merial shall indemnify RP for any Damages owed to such Third Party purchaser of Goubin to the extent arising from Damages payable to a Third Party other than the purchaser (or its Affiliates) of Goubin to the extent resulting from the negligence, recklessness or willful misconduct of the Merial Venture, including of the management of Goubin. Except to the extent Merial has an obligation to indemnify RP pursuant to the preceding sentence, RP shall defend, indemnify and hold harmless the Merial Venture and (to the extent they suffer any Damages distinct from those suffered by the Merial Venture) Merck and its Subsidiaries for all Damages suffered or incurred by the Merial Venture or Merck and its Subsidiaries arising out of, based upon or resulting from such sale. The “Goubin Book Value” at any date shall equal the book value of Goubin on such date in the accounts of ISA, determined according to U.S. GAAP applied consistently with the principles used to calculate Goubin’s book value in the December 31, 1996 balance sheet of ISA. RP represents and warrants that the insurance claim made by Goubin with...
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Purchase Agreement, etc. Receipt by the Agent of duly executed copies of the Asset Contribution and Purchase Agreements, in form and substance reasonably satisfactory to the Agent.
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Purchase Agreement, etc. It has not granted any Security Interests over the Assigned Purchase Agreement in so far as it relates to the Aircraft, and it has not transferred or disposed of any of its rights or obligations in relation to the Assigned Purchase Agreement insofar as it relates to the Aircraft other than pursuant to the Transaction Documents.
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Purchase Agreement, etc. 20.20.1 The Borrower shall comply with its obligations under the Assigned Purchase Agreement in accordance with the terms thereof and comply with its obligations to pay all amounts due to be payable to Boeing under the Assigned Purchase Agreement. #4858-0589-9649v12 20.20.2 If Boeing is obliged by law or contract to reimburse any Obligor any PDP Payments made with respect to any Aircraft or to pay any amount to any Obligor with respect to any Aircraft under the provisions of the Assigned Purchase Agreement (other than on the Initial Utilization Date), the Borrower shall procure that each Obligor shall instruct Boeing to pay those PDP Payments and other amounts to the Security Trustee (unless the Security Trustee otherwise agrees in writing). 20.20.3 The Borrower shall promptly after becoming aware notify the Security Trustee of any change order, termination, amendment, modification, waiver or consent under the Assigned Purchase Agreement.
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Purchase Agreement, etc. (a) Borrower has delivered to Lender copies of the Purchase Agreement, fully executed, and all documents, exhibits and schedules relating to the Purchase Agreements, and Borrower has conducted due diligence in order to be certain that, upon the closing of the transactions contemplated by the Purchase Agreements, the Purchase Agreements and all such documents will be fully binding upon the Seller(s) (as respectively defined in the Purchase Agreements) in accordance with the terms thereof, and that all representations and warranties made by the Sellers will be true and correct upon such closing, and will be in full force and effect without change or modification. Borrower has, in no wise, relied upon Lender in determining to enter into either of the Purchase Agreements and consummate the transactions contemplated therein and in connection therewith and, in all respects, has independently evaluated the transactions contemplated thereunder and under the Loan Agreement. (b) Each Borrower now has and, after giving effect to the Obligations and the obligations arising in respect of the Purchase Agreements, will have capital sufficient to carry on its business and transactions and all businesses and transactions in which it is about to engage, and is now and, after giving effect to the Obligations and such obligations, will be Solvent. 8. Subsections 9.13, WORKING CAPITAL, and 9.14, ADJUSTED NET WORTH, are hereby amended by deleting the amounts of $10,000,000 and $12,500,000, respectively, therefrom, and substituting the amounts of $12,000,000 and $14,500,000, respectively, therefor. 9. Section 11.5, INDEMNIFICATION, hereby supplemented by the addition of the following immediately prior to the last sentence thereof:
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Purchase Agreement, etc. (a) All representations and warranties made by the Borrower in the Purchase Agreement are true and correct in all material respects as of the date hereof as if made on the date hereof. (b) All governmental approvals that are necessary to consummate the Acquisition and operate the business of the Borrower on the Effective Date have been duly obtained and are in full force and effect.
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Purchase Agreement, etc. The Company shall enforce the provisions of the Purchase Agreement, the Registration Agreement and the Contribution Agreement and shall exercise all of its rights and remedies thereunder unless it is otherwise directed by Stockholders holding a majority of the Underlying Common Stock held by all of the Stockholders.
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Related to Purchase Agreement, etc

  • 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.

  • 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).

  • 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):

  • Purchase Agreement See the introductory paragraphs hereof.

  • 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.

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

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree 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.

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