Purchase Agreement Matters; Compliance Under Purchase Agreement Sample Clauses

Purchase Agreement Matters; Compliance Under Purchase Agreement. Assignor shall, promptly after Assignee’s and Assignor’s mutual execution of this Agreement, deliver to Assignee a true and complete copy of the Underlying Purchase Agreement and any amendments or supplements thereto. By no later than the expiration of the Feasibility Period, Assignor shall (i) obtain Seller’s written consent to the assignment of the Purchase Agreement pursuant to this Agreement and (ii) enter into any necessary amendment to the Purchase Agreement with Seller to ensure, to the best of Assignor’s ability, that the Purchase Agreement remains in full force and effect through the earlier of Closing or termination of this Agreement, in each case, in form and substance approved in advance by Assignee. If Assignor is unable to obtain such consent and amend the Purchase Agreement to comply with the terms of this Agreement, either Assignor or Assignee may terminate this Agreement upon written notice to the other party at any time before such consent and amendment may be obtained. If either Assignor or Assignee issues such a termination notice, Assignee and Assignor shall execute a Termination Agreement in the form of Exhibit C attached hereto and Title Company shall promptly return the Assignment Xxxxxxx Money to Assignee. As of the date hereof, Assignor confirms to Assignee that Assignor has requested from Seller the consent and amendment as described in (i) and (ii). Assignee shall keep Assignor reasonably informed of its efforts to obtain the same and shall use commercially reasonable efforts to obtain the same as soon as reasonably practical after the Effective Date. Assignor has and shall continue to comply with and enforce all terms and conditions of the Purchase Agreement and, during any period in which there is not an uncured default (beyond any applicable notice, grace or cure period) by Assignee, shall not modify, amend, terminate or assign the Purchase Agreement or rights thereunder, or provide any consent, waiver or approval thereunder, without Assignee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Furthermore, Assignor shall otherwise cause the Purchase Agreement, to the best of Assignor’s ability, to remain in full force and effect through the earlier of Closing (including as may be extended by the Extension Option) or the earlier termination of this Agreement. Assignor shall promptly provide Assignee with copies of any modifications or amendments to the Purchase Agreement (approved...
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Related to Purchase Agreement Matters; Compliance Under Purchase Agreement

  • Purchase Agreement See the introductory paragraphs hereof.

  • Indemnity for Underlying Sales and Supplemental Agreements Vendor shall be solely responsible for any customer claims or any disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open-market. The Parties agree that TIPS shall not be liable for any claims arising out of Vendor’s TIPS Sales or Supplemental Agreements, including but not limited to: allegations of product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency, allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding payment, over-payment, under-payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under- payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is not a dealer, subcontractor, agent, or reseller of Vendor’s goods and services and shall not be responsible for any claims arising out of alleged insufficiencies or defects in Vendor’s goods and services, should any arise.

  • Compliance Agreement A written agreement between Plant Protection and Quarantine and a person engaged in the business of growing, handling, or moving regulated articles, in which the person agrees to comply with the pro- visions of this subpart and any condi- tions imposed pursuant to such provi- sions.

  • Student Agreement The acceptable and unacceptable uses of the Charter School network and the Internet are described in this “Student Acceptable Use Agreement." By signing this agreement, I acknowledge that I have read, understand and agree to abide by the provisions of the attached Student Acceptable Use Policy. I understand that any violations of the above could result in the immediate loss of electronic computing and may result in further disciplinary and/or legal action, including but not limited to suspension, or referral to legal authorities. I also agree to report any misuse of the Charter School network to school site teacher or administrator. Misuse can come in many forms but can be viewed as any messages sent or received that indicate or suggest pornography, unethical or illegal solicitation, racism, sexism, inappropriate language, and other issues described under the unacceptable uses in this Acceptable Use Policy. I realize that all the rules of conduct described in this Charter School Acceptable Use Policy, procedures, and handbooks apply when I am using the Charter School network. Student Name: Student Signature: Date: PARENT OR GUARDIAN AGREEMENT: (Students under the age of 18 must have a parent or guardian who has read and signed this Acceptable Use Contract.) As a parent or guardian of this student, I have read this Acceptable Use Policy and understand that the use of the Charter School network is designated for educational purposes only. I understand that it is impossible for the Charter School to restrict access to all controversial materials, and I will not hold the Charter School, responsible for materials acquired on the Charter School network or Internet. I also agree to report any misuse of these electronic resources to the school administrator. I accept full responsibility for my child should they use remote connections when available to the Charter School network in a non- school setting. I hereby give my permission to issue an account for my child to use the Charter School network and Internet. I release the Charter School, its affiliates and its employees from any claims or damages of any nature arising from my child or dependent’s access and use of the Charter School network. I also agree not to hold the Charter School responsible for materials improperly acquired on the system, or for violations of copyright restrictions, user’s mistakes or negligence, or any costs incurred by users. This agreement shall be governed by and construed under the laws of the United States and the State of California. Student Name: Parent/Legal Guardian Name: Parent/Legal Guardian Signature: Date:

  • Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Bay Correctional Facility and facilities operated by the FDC.

  • Payment Agreement The agreement between you and Barracudas begins at the point where a payment is made, whether in part or full, and is when these booking conditions apply from. This agreement is with you, as the person who made the booking, and you are responsible for ensuring any parent/carer relating to this booking are aware of, and accept, these booking conditions.

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.

  • Substitution Agreement 36.3.1 The Lenders’ Representative, on behalf of Senior Lenders, may exercise the right to substitute the Concessionaire pursuant to the agreement for substitution of the Concessionaire (the "Substitution Agreement") to be entered into amongst the Concessionaire, the Authority and the Lenders’ Representative, on behalf of Senior Lenders, substantially in the form set forth in Schedule-V.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

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