Subsidiary Asset Purchase Agreements Sample Clauses

Subsidiary Asset Purchase Agreements. The Subsidiary Asset Purchase Agreements shall have been executed and delivered by the Foreign Buyer. Consummation of the transactions contemplated by the Subsidiary Asset Purchase Agreements shall occur simultaneously with the Closing.
Sample 1
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Subsidiary Asset Purchase Agreements. At or prior to the Closing, Dictaphone shall cause each of the Selling Subsidiaries to enter into a separate transfer of assets and assumption of liabilities agreement with the applicable Buyer Affiliate, and the Buyer shall cause each such Buyer Affiliate to enter into such separate agreement with the applicable Selling Subsidiary, each such agreement to be substantially in the form of Exhibit F, with such modifications as are necessary or appropriate as a result of (a) differences in the businesses and Purchased Assets and Assumed Liabilities of each Selling Subsidiary, (b) differences in local law or customs which may require changes in order to maintain substantially the same legal meaning and effect under local law and custom as provided for with respect to the comparable provisions of this Agreement, and (c) the parties’ respective tax considerations to the extent that they are not inconsistent with the comparable provisions of this Agreement (such agreements are, collectively, the “Subsidiary Asset Purchase Agreements”). Each Subsidiary Asset Purchase Agreement shall be subject to this Agreement and shall be construed so as to be consistent with each other and this Agreement and so as not to create duplicative rights and liabilities (although they may create additional rights and liabilities); provided, however, that, in the event of a conflict or inconsistency between this Agreement and such Subsidiary Asset Purchase Agreement as to any matter other than one mandatorily governed by laws or orders of the applicable jurisdiction of the Selling Subsidiary whose assets and liabilities are subject to such Subsidiary Asset Purchase Agreement, this Agreement shall govern and, in the event of a conflict or inconsistency as to any matter mandatorily so governed, such Subsidiary Asset Purchase Agreement shall govern. The Parties agree to use commercially reasonable efforts to limit the number and scope of Subsidiary Asset Purchase Agreements to those required by local legal requirements and their respective tax considerations.
Sample 1

Related to Subsidiary Asset Purchase Agreements

  • Asset Purchase Agreement The transactions contemplated by the Asset Purchase Agreement shall have been consummated.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.

  • Amendments to the Receivables Purchase Agreement The Receivables Purchase Agreement is hereby amended as follows:

  • Asset Purchase Purchase or otherwise acquire or permit any Subsidiary to acquire all or substantially all or a substantial portion of the assets of any Person (or any division or line of business of any Person);

  • Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.

  • Purchase Agreements The Sponsor has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Sponsor described in Section 1.4.2. The Representative has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement”, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Representative described in Section 1.4.2. Pursuant to the Purchase Agreements, (i) the Sponsor and the Representative have waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants, and (ii) certain proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Purchase Agreements.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

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