PURCHASE SUPPLEMENT Clause Samples

PURCHASE SUPPLEMENT. See Section 6.1.3 of this Manual. Q QUITCLAIM DEED - An instrument by which any right, title, interest or claim which one person may have in or to an estate held by himself or another, is released, relinquished or conveyed to another. No warranty of any kind is made as to the title of the land or interest so released or conveyed. R RECORDATION - Every contract or conveyance in respect to real estate is void as to subsequent purchases unless it has been acknowledged by or proved as to the signer and duly recorded in the county or city wherein the land affected lies.
View Source
PURCHASE SUPPLEMENT. This Purchase Supplement, dated as of [ ], 200[ ] (this “Purchase Supplement”), is delivered pursuant to that certain Asset Purchase Agreement, dated as of , 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) from Dyntek, Inc., a Delaware corporation, and Dyntek Services, Inc., a Delaware corporation (collectively, the “Sellers”), to New York Technology Finance, LLC, a Delaware limited liability company, as purchaser (“Purchaser”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. Pursuant to Section 1(b) of the Agreement, the Sellers hereby delivers this Purchase Supplement and offers the receivables set forth on Annex A hereto and the related Collections and Related Security (determined as if such receivables were “Purchased Accounts”) for sale to Purchaser subject to the terms of the Agreement. The Purchase Price for such assets is $[ ](1). Purchaser may elect, in its sole discretion, to purchase such assets by signing the acknowledgment below. Upon the satisfaction of the conditions precedent set forth in Section 3(b) of the Agreement, Purchaser shall deliver, by wire or otherwise, the Purchase Price for such receivables, and such receivables shall automatically constitute “Purchased Accounts” under the Agreement, and Annex A to the Agreement shall automatically be amended and restated to include such new receivables. For the avoidance of doubt, upon purchase by Purchaser, each such Purchased Account shall have the unique sequence identifier identifying such Account as being sold to Purchaser, as set forth in the Lockbox Agreement. For the avoidance of doubt, each of the parties hereto acknowledge and agree that Purchaser shall be entitled to all rights under the Agreement with respect to the “Purchased Assets” purchased pursuant to this Purchase Supplement, and that the representations and warranties contained in the Agreement and in the other Transaction Documents shall be true, correct and complete in all material respects on and as of the date hereof (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date).
View Source

Related to PURCHASE SUPPLEMENT

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • 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.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: