Subsidiary Purchase Agreements Sample Clauses

Subsidiary Purchase Agreements. As soon as reasonably practicable following the execution hereof, (a) Diageo will cause the Selling Affiliates to execute and deliver duly executed counterparts to the Subsidiary Purchase Agreements and (b) General Mills will notify Diageo of the identity of each of the Buying Affilixxxx and will cause each such Buying Affiliate to execute and deliver duly executed counterparts to the Subsidiary Purchase Agreements. Subject to the provisions of Section 5.8(b), the Subsidiary Purchase Agreements will be based on (and reflect the substantive terms contained in) the model form of stock purchase agreement attached hereto as Exhibit B, subject to such revisions that are mutually agreed to by Diageo and General Mills as necessary or appropriate to reflect the laws, regulations anx xxxer requirements of any jurisdiction in which the applicable Purchased Entity, Selling Affiliate or Buying Affiliate is incorporated or organized.
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Subsidiary Purchase Agreements. The closings under the Subsidiary Purchase Agreements shall have occurred.
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Subsidiary Purchase Agreements. (a) Immediately prior to the Closing, the Principals shall cause Xxxxxxx Xxxxxx to, and shall cause Xxxxxxx Xxxxxx to cause CS Brazil Operating to, enter into a separate transfer of assets and assumption of liability agreement (in English) (the “Brazil Purchase Agreement”) in respect of the Brazil Purchased Assets, substantially in the form of Exhibit A. The Brazil Purchase Agreement shall be construed so as to be consistent with this Agreement and so as not to create duplicative rights and liabilities; provided, however, that, in the event of a conflict or inconsistency between this Agreement and the Brazil Purchase Agreement as to any matter other than one mandatorily governed by Brazilian Laws or Orders, this Agreement shall govern and, in the event of a conflict or inconsistency as to any matter mandatorily so governed, (i) the Brazil Purchase Agreement shall govern as between the parties thereto and (ii) the Principals shall, or shall cause their respective Affiliates to, take such actions and make such adjustments to this Agreement (including the making of payments and assuming of Liabilities; provided, further, however, that (x) the aggregate purchase price payable following such actions and adjustments shall not exceed the aggregate purchase price payable under this Agreement and (y) the aggregate Liabilities to be assumed following such actions and adjustments shall not exceed the Liabilities to be assumed under this Agreement) permitted in other jurisdictions as may be necessary to eliminate the effect of the conflict or inconsistencies mandatorily so governed. If there is a difference in interpretation between the Portuguese and English versions of the Brazil Purchase Agreement, the English version shall govern.
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Related to Subsidiary Purchase Agreements

  • 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.

  • 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.

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

  • 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.

  • 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.

  • Purchase Agreement See the introductory paragraphs hereof.

  • Share Purchase Agreement 6- --------------------------------------------------------------------------------

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

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