Purchase and Resale Sample Clauses

Purchase and Resale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Initial Purchaser’s name in Schedule II hereto. (b) It is understood that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Disclosure Package. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) neither it nor any person engaged by it has solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Schedule V hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 5(b) and 5(c), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Schedule V hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or throu...
Sample 1Sample 2
Purchase and Resale. RTI shall retain any and all amounts it receives in connection with the marketing, sale and distribution of Products it purchases from the Company and resells as contemplated by Section 2.2(b), and the Company shall not be entitled to any payment in connection therewith other than the purchase price paid by RTI pursuant to Section 2.2(b).
Sample 1
Purchase and Resale. 1.1 During the term of this Agreement, Connected Systems agrees to sell to Buyer and Buyer agrees to purchase from Connected Systems Product and options as stated in Exhibit D. Product pricing is shown in Exhibit A and shall be based on Buyer's estimated purchase quantities based on the Buyer's best efforts sales activity. Exhibit A shall be replaced by updated price lists or product descriptions as agreed by Buyer and Connected Systems during the term of this Agreement. Successor products which replace or supersede products named in Exhibit A shall be incorporated herein upon notice by Connected Systems of their availability. Buyer shall issue a non-cancelable initial purchase order of 500 units for Product, to be delivered in minimum quantities of 250 units each during the first two quarters of the first Contract Year. The initial Purchase Order shall be issued upon signing of the Agreement. Buyer shall issue a second purchase order for 1000 units upon signing of the Agreement. The delivery dates for this order shall be established within six months of signing of the Agreement. Connected Systems and Buyer agree that the both purchase orders are dependent upon satisfactory technical performance and the product successfully passing Buyer's evaluation that hardware and software meet the specification in Exhibit A. Both parties also agree that Buyer's obligations under the second purchase order is subject to acceptable product performance and competitive product pricing and features. 1.2 Connected Systems grants to Buyer the non-exclusive right to resell, lease, distribute and otherwise dispose of Products purchased hereunder in any country throughout the world either directly to end users or indirectly through third parties, including resellers, distributors, prime contractors and/or joint venture companies. 1.3 Connected Systems further grants to Buyer a non-exclusive, paid-up, worldwide license to modify, translate, reproduce, and distribute copies of Connected Systems' user documentation, service and maintenance manuals, training materials, and promotional and advertising materials for the Products in connection with the use, marketing, distribution and support of the Products by Buyer and its end users, resellers and authorized service representatives. Seller agrees to update documentation on an as needed basis.
Sample 1
Purchase and Resale. 1.1 MPS hereby agrees to sell to UPPERTECH, and UPPERTECH agrees to purchase and resell in the Territory set forth below, all products offered for sale by MPS (hereinafter referred to as “Products”). 1.2 UPPERTECH shall devote its sales effort to develop a market for the Products within the borders of Greater China area (consisting of China, Taiwan and Hong Kong, hereinafter referred to as “Territory”). MPS reserves the right to market and sell the Products in the Territory. 1.3 MPS agrees to sell and UPPERTECH agrees to purchase the Products for resale, according to the terms of this Agreement and MPS’s the current Standard Terms and Conditions of Sale, at the prices set forth in MPS’s then-current Standard OEM Company Price List (hereinafter referred to as “Price List”) as such Price List may be modified from time to time.
Sample 1
Purchase and Resale. From time to time, IHI will be entitled to purchase PDI systems from PDI for resale to [ * ] solely in fulfillment of [ * ] Purchase Orders. “[ * ] Purchase Order” means any purchase order for PDI systems that is issued to IHI by [ * ] on or before March 31, 2005 for delivery in Japan, and which is approved by PDI. Except to the extent expressly set forth to the contrary in this Agreement, the purchase of PDI systems from PDI by IHI will be subject to PDI’s then-current standard terms and conditions of sale. Under no circumstances will IHI purport to create any binding obligations on behalf of PDI to [ * ] or any other third party.
Sample 1
Purchase and Resale. Subject to any required federal and state regulatory approvals and the provisions of this Subordinated Note, the Company shall have the right to purchase any of the Subordinated Notes at any time in the open market, private transactions or otherwise. If the Company purchases any Subordinated Notes, it may, in its discretion, hold, resell or cancel any of the purchased Subordinated Notes, with the understanding that Subordinated Notes held by the Company will not qualify as Tier 2 Capital.
Sample 1
Purchase and Resale. RTI may purchase Products from the Company at such prices and upon such terms and conditions as the parties may agree from time to time. The Company agrees to sell Products to RTI in accordance with such terms and conditions, upon receipt from RTI of purchase orders containing such information as may be commercially necessary in connection therewith. The prices and other terms and conditions upon which such Products may be resold by RTI in the Territory shall be within RTI's sole and absolute discretion.
Sample 1
Purchase and Resale. The Issuer, the Guarantor or any of their respective Subsidiaries may at any time purchase any of the Notes at any price, in negotiated transactions not available to all holders of the Notes, or otherwise, provided that the Issuer must give the Trustee notice of any such purchase in accordance with this Indenture. All Notes so redeemed or purchased may not be reissued or resold except (i) to an Affiliate of the Guarantor which must agree not to resell such Notes otherwise than as permitted by this provision or (ii) following the earlier of the consummation of the Exchange Offer and two years following the issuance of the Initial Notes.
Sample 1
Purchase and Resale 
Sample 1Sample 2Sample 3See All (101)

Related to Purchase and Resale

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, the Originator, severally and for itself, agrees to sell to the Company, and the Company agrees to purchase from the Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date, all of the Originator’s right, title and interest in and to: (a) each Receivable of the Originator that existed and was owing to the Originator at the closing of the Originator’s business on December 3, 2001 (the “Cut-off Date”) other than Receivables contributed pursuant to Section 3.1 (the “Contributed Receivables”); (b) each Receivable generated by the Originator from and including the Cut-off Date to and including the Purchase and Sale Termination Date (other than any Receivable later contributed pursuant to the second sentence of Section 3.1); (c) all rights to, but not the obligations of the Originator under, all Related Security; (d) all monies due or to become due to the Originator with respect to any of the foregoing; (e) all books and records of the Originator related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest of the Originator in each lock-box and related lock-box address and account to which Collections are sent, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such accounts and amounts on deposit therein, and all related agreements between the Originator and each Lock-Box Bank; and (f) all collections and other proceeds and products of any of the foregoing (as defined in the applicable UCC) that are or were received by the Originator on or after the Cut-off Date, including, without limitation, all funds which either are received by the Originator, the Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that the Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any Receivable, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors in respect of Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder are absolute and irrevocable and shall be made without recourse except as expressly provided in Sections 3.3, 3.4 and 9.1, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originator set forth in this Agreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be, or shall be, assumed by the Company hereunder, and any such assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (f) (collectively, the “Related Rights”) is herein called the “Purchase Facility.” In connection with the transfer of ownership or the grant of the security interest in the Receivables and Related Rights, by signing this Agreement in the space provided, the Originator hereby authorizes the filing of all applicable UCC financing statements in all necessary jurisdictions.

Most Referenced Clauses

Most Referenced Definitions