Purchase Agreement Fee Sample Clauses

Purchase Agreement Fee. Within two (2) Business Day following Sellers’ written notice to Purchaser of satisfaction of the condition set forth in Section 6.3(f), Purchaser shall pay to HCE One Million Dollars (US$1,000,000) in cash (the aggregate of such amount, plus any interest deemed earned thereon from (and including) the date hereof to (but excluding) the Closing Date or date of earlier termination of this Agreement, being referred to as the “Purchase Agreement Fee”), by wire transfer of immediately available funds in United States dollars to the bank account or accounts outside of Jamaica that have been designated by HCE. The Purchase Agreement Fee will be deemed to earn interest at the Specified Rate. The Purchase Agreement Fee shall be nonrefundable unless this Agreement is terminated in accordance with Section 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e) or 7.1(g), in which event HCE shall pay to Purchaser, no later than five (5) Business Days following the effective date of such termination, an amount equal to such portion of the Purchase Agreement Fee received by it pursuant to this Section 1.5 by wire transfer of immediately available funds in United States dollars to the bank account or accounts designated by Purchaser. The Purchase Agreement Fee received by HCE shall be credited against (x) such portion of the Closing Purchase Price payable to HCE or any Affiliate designated by HCE in accordance with Section 1.4(c) or (y) if this Agreement is terminated (other than pursuant to Section 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e) or 7.1(g)), the Damages, if any, owed by Purchaser to HCE arising out of breach of this Agreement by Purchaser. The Purchase Agreement Fee shall not be deemed to be a liquidated damages payment for any breach by Purchaser of this Agreement.
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Related to Purchase Agreement Fee

  • 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.

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

  • 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.

  • Purchase Agreement See the introductory paragraphs hereof.

  • 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.

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

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

  • 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.

  • 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.

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

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