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Purchase Closing Sample Clauses

Purchase Closing. Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6
Purchase Closing. On the Purchase Date, (a) the Purchasing Creditors and the Senior Lien Agent will execute and deliver the assignment agreement referenced in Section 8.1 hereof, (b) the Purchasing Creditors will pay the Purchase Price to the Senior Lien Agent by wire transfer of immediately available funds, and (c) each of the Purchasing Creditors will execute and deliver to the Senior Lien Agent a waiver and release of all claims arising out of this Agreement, the relationship between the Senior Lien Secured Parties and the Junior Lien Secured Parties in connection with the Senior Lien Documents and the Junior Lien Documents, and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Article 8.
Purchase Closing. On the Purchase Date, (a) the Purchasing Creditors and the each applicable First Lien Agent will execute and deliver the assignment agreement referenced in Section 8.1 hereof, (b) the Purchasing Creditors will pay the Purchase Price to the applicable First Lien Agent or First Lien Agents by wire transfer of immediately available funds, (c) the Purchasing Creditors will deposit with the applicable First Lien Agent or First Lien Agents or its or their designee by wire transfer of immediately available funds, 105% of the aggregate undrawn amount of all then outstanding letters of credit issued under any First Lien Debt Facility and the aggregate facing and similar fees that will accrue thereon through the stated maturity of such letters of credit (assuming no drawings thereon before stated maturity) and (d) each of the Purchasing Creditors will execute and deliver to the applicable First Lien Agent or First Lien Agents a waiver and release of all claims arising out of this Agreement, the relationship between the First Lien Secured Parties and the Second Lien Secured Parties in connection with the First Lien Documents and the Second Lien Documents, and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Article 8.
Purchase Closing. On the Purchase Date: (a) the Purchasing Creditors and the First Lien Agents will execute and deliver the Assignment Agreements, (b) the Purchasing Creditors will pay the Purchase Price to the First Lien Agents by wire transfer of immediately available funds, and (c) Second Lien Agent will execute and deliver to the First Lien Agents a waiver of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this section 5.
Purchase Closing. Purchase 1 1.2 Closing 1
Purchase Closing. (a) On the terms and subject to the conditions set forth herein, the Investor hereby agrees, to purchase from the Company, and the Company hereby agrees to sell to the Investor, a number of shares of Convertible Preferred Stock equal to the dollar amount set forth opposite the Investor’s name on Schedule 1 divided by the Preferred Purchase Price per share (the “Preferred Shares”).
Purchase Closing. The completion of any transaction of purchase and sale contemplated pursuant to Section 6 (a “Repurchase/Put Transaction”) will take place on the Repurchase/Put Closing Date subject to and in accordance with this Section 6(c). “Repurchase/Put Closing Date” means (i) the later of (A) 45 calendar days after the delivery of the applicable Put Notice and (B) 20 calendar days after the purchase price for the applicable Shares is finally determined by the Company in accordance with this Agreement and the Plan, or (ii) such earlier or later date as the parties to the Repurchase/Put Transaction agree in writing; provided, however, that if all filings, notices and authorizations necessary to complete the Repurchase/Put Transaction have not been made, given or obtained by such date, then the Repurchase/Put Closing Date may be extended by the Company for up to 45 calendar days in order to make, give or obtain such necessary filings, notices and authorizations. Notwithstanding anything else contained herein, the acceptance of the aggregate purchase price for such shares subject to a Put Right pursuant to this Section 6(c) shall be deemed a representation and warranty by the Participant that: (1) the Participant has full right, title and interest in and to such shares; (2) the Participant has all necessary power and authority and has taken all necessary action to sell such shares as contemplated; (3) such shares are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such shares.
Purchase Closing. Purchase 1 1.2 Closing 1 1.3 Interpretation 4
Purchase Closing. On the Purchase Date, (a) the Purchasing Holders and the Priority Lien Agent will execute and deliver the master assignment agreement, (b) the Purchasing Holders will pay the Purchase Price to the Priority Lien Agent by wire transfer of immediately available funds, (c) the Second Lien Collateral Agent will execute and deliver to the Priority Lien Agent a waiver of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Article X; and (d) the Purchasing Holders will deliver to the Priority Lien Agent any and all further documents, agreements and instruments, and take all such further actions, as may be required under any applicable law, or which the Priority Lien Agent may reasonably request, to confirm that the Purchasing Holders will be bound by, and will take no actions contrary to, the provisions of the Priority Lien Intercreditor Agreement.
Purchase Closing. On the Purchase Date, (a) Purchasing Creditors, First Lien Nexstar Agent, First Lien Mission Agent, First Lien Nexstar Lenders and First Lien Mission Lenders will execute and deliver the respective Assignment and Assumption, (b) Purchasing Creditors will pay the Purchase Price allocable to the First Lien Nexstar Obligations to First Lien Nexstar Agent and the Purchase Price allocable to the First Lien Mission Obligations to First Lien Mission Agent by wire transfer of immediately available funds, (c) Purchasing Creditors will deposit with (i) First Lien Nexstar Agent or its designee by wire transfer of immediately available funds, the sum of (A) 105% of the aggregate undrawn amount of all then outstanding Nexstar Letters of Credit and (B) the aggregate facing and similar fees that will accrue thereon through the stated maturity of the Nexstar Letters of Credit (assuming no drawings thereon before stated maturity), and (ii) First Lien Mission Agent or its designee by wire transfer of immediately available funds, the sum of (A) 105% of the aggregate undrawn amount of all then outstanding Mission Letters of Credit and (B) the aggregate facing and similar fees that will accrue thereon through the stated maturity of the Mission Letters of Credit (assuming no drawings thereon before stated maturity), and (d) Second Lien Agent will execute and deliver to First Lien Nexstar Agent and First Lien Mission Agent a waiver of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 5.