PURCHASE AND SALE OF COLLATERAL Sample Clauses

PURCHASE AND SALE OF COLLATERAL. FOR valuable consideration, the sufficiency of which is hereby acknowledged, subject to the terms, provisions and conditions of this Agreement, Bank hereby agrees to sell, assign and convey unto Purchaser and Purchaser hereby agrees to purchase and accept from Bank on the Closing Date, without recourse, and without representations, warranties or covenants of any kind, the Collateral. Except as may be otherwise set forth in this Agreement, this sale of the Collateral is made by the Bank WITHOUT ANY REPRESENTATIONS OR WARRANTIES whatsoever, whether expressed, implied or imposed by law, and is made WITHOUT RECOURSE to the Bank or any affiliate of Bank. Without limitation, (i) the sale of Collateral is made WITHOUT any warranties described in N.J.S.A. 12A:3-417 of the Code, and (ii) the sale of the Collateral is made WITHOUT any representations or warranties with respect to the genuineness, title, legality, validity, or enforceability of any of the documents, instruments and agreements which relate to any Collateral or the completeness of any information or its sources of information contained in this Agreement or the Collateral, including without limitation any reports or other information provided by third party professionals. The Purchaser acknowledges and agrees that the Bank has made no representations or warranties as to title to or existence of liens on the Collateral or whether any of the documents, instruments and agreements evidencing the Collateral may be assigned by the Bank to the Purchaser, or as to the validity, sufficiency or enforceability of any of the documents, instruments and agreements relating to the any of the Collateral as same will be assigned to the Purchaser. The sale of the Collateral is made further WITHOUT any representations or warranties with respect to the collectability of any amount owed to the Company or the Bank and is further made WITHOUT any representations or warranties with respect to the financial condition of any account debtor or the title to or the existence of any liens or encumbrances on the Collateral or compliance with the Code. The Purchaser further acknowledges and agrees that the Bank has not made any representation or warranty as to the existence, value, condition, title, existence of liens or encumbrances or any other matter whatsoever as to of any Collateral.
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Related to PURCHASE AND SALE OF COLLATERAL

  • Purchase and Sale of Property Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller, the Property, which term "Property" shall mean and include the following:

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 98.974% of the principal amount thereof plus accrued interest, if any, from the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

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