Assigned Purchase Agreements definition

Assigned Purchase Agreements means, collectively, all of the agreements that are asset purchase agreements, stock purchase agreements and/or other acquisition arrangements now or hereafter entered into by a Borrower pursuant to a Bulk Purchase or Permitted Acquisition with respect to which Borrower is a purchaser or buyer, together with Borrowers’ rights and remedies under, and all moneys and claims for money due or to become due to the Borrowers and any and all amendments, supplements, extensions, renewals, and other modifications thereof together with all rights and claims of the Borrowers now or hereafter existing thereunder with respect to: (a) any insurance, indemnities, warranties, and guaranties provided for or arising out of or in connection with any of the foregoing agreements; (b) any damages arising out of or for breach or default under or in connection with any of the foregoing contracts; (c) all other amounts from time to time paid or payable under or in connection with any of the foregoing agreements; or (d) the exercise or enforcement of any and all covenants, remedies, powers, and privileges thereunder.

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Assigned Purchase Agreements means, individually or collectively, as the context may require, the 1996-1 Purchase Agreement, the 1997-1 Purchase Agreement, the 1998-1 Purchase Agreement, the 1999-1 Purchase Agreement, the 2001-A Purchase Agreement, the 2002- A Purchase Agreement, the 2004-A Purchase Agreement, the 2005-A Purchase Agreement, the 2006-A Purchase Agreement, the 2008-A Purchase Agreement, the 2009-A Purchase Agreement, the 2010-A Purchase Agreement, the 2011-A Purchase Agreement, the 2012-A Purchase Agreement, the 2013-A Purchase Agreement, the 2014-A Purchase Agreement, the 2015-A Purchase Agreement, the 2016-A Purchase Agreement, the 2017-A Purchase Agreement, the 2018-A Purchase Agreement, the 2019-A Purchase Agreement and the 2021-A Purchase Agreement.

Assigned Purchase Agreements means, collectively, all of the agreements that are asset purchase agreements, stock purchase agreements and/or other acquisition arrangements now or hereafter entered into by a Borrower pursuant to a Bulk Purchase or Permitted Acquisition with respect to which Borrower is a purchaser or buyer, together with Borrowers’ rights and remedies under, and all moneys and claims for money due or to become due to the Borrowers and any and all amendments, supplements, extensions, renewals, and other modifications thereof together with all rights and claims of the Borrowers now or hereafter existing thereunder with respect to: (a) any insurance, indemnities, warranties, and guaranties provided for or arising out of or in connection with any of the foregoing agreements; (b) any damages arising out of or for breach or default under or in connection with any of the foregoing contracts; (c) all other amounts from time to time paid or payable under or in connection with any of the foregoing agreements; or (d) the exercise or enforcement of any and all covenants, remedies, powers, and privileges thereunder. 116549.01087/134240171v.5

Examples of Assigned Purchase Agreements in a sentence

• Upon and during the continuance of an Event of Default, if any Borrowers shall fail to pursue diligently any right under an Assigned Purchase Agreements, the Agent may, upon prior written notice to Borrowers, directly enforce such right in the Lenders’ or a Borrower’s name and may enter into such settlements or other agreements with respect thereto as the Agent shall determine.

• Lenders shall not be obligated to perform or fulfill a Borrower’s duties or obligations under its Assigned Purchase Agreements or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

• Upon and during the continuance of an Event of Default, upon Agent’s request, Borrowers shall remit directly to the Agent for application to the Obligations in such order as the Agent shall determine, all amounts received by Borrowers pursuant to its Assigned Purchase Agreements.

• Notwithstanding any provision hereof to the contrary, Borrowers shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Purchase Agreements, and the Agent’s or Lenders’ exercise of any of their respective rights with respect to the Collateral shall not release a Borrower from any of such duties and obligations.

• Any amounts paid to the Issuer Trustee or Wilmington Trust Company pursuant to this Article VIII, the Fee Agreement, Section 4.02 of the Purchase Agreements or the Assigned Purchase Agreements or Sections 3.06, 3.07 or 3.08 of one or more of the PACE Charge Lien Transfer Agreements shall at no time be included in the Trust Estate.

• Each Party agrees that it shall treat as confidential, and shall not disclose to any person, this Agreement and/or the Assigned Purchase Agreements (and any information relating to this Agreement and/or the Assigned Purchase Agreements), in each case in accordance with the terms of section 18.11 of each Assigned Purchase Agreement as if such section were set out in full herein, mutatis mutandis.

• Notwithstanding any provision hereof to the contrary, Borrowers shall at all times remain liable to 116549.01087/134240171v.5 observe and perform all of its duties and obligations under its Assigned Purchase Agreements, and the Agent’s or Lenders’ exercise of any of their respective rights with respect to the Collateral shall not release a Borrower from any of such duties and obligations.

• To the Tribe, at the Tribe’s address shown in the MOU or such other address designated within the MOU.

• VLS-PA-3814 3 SA-2 The Purchase Agreement and Assigned Purchase Agreements shall be deemed to be amended to the extent herein provided and as so amended shall continue in full force and effect.

• The Table of Contents of each of the applicable Assigned Purchase Agreements is deleted in its entirety and is replaced by a new Table of Contents attached to this Supplemental Agreement No. 2.

More Definitions of Assigned Purchase Agreements

Assigned Purchase Agreements means, collectively, all of the agreements that are asset purchase agreements, stock purchase agreements and/or other acquisition arrangements now or hereafter entered into by a Borrower pursuant to a Bulk Purchase or Permitted Acquisition with respect to which Borrower is a purchaser or buyer, together with Borrowers’ rights and remedies under, and all moneys and claims for money due or to become due to Borrowers and any and all amendments, supplements, extensions, renewals, and other modifications thereof together with all rights and claims of Borrowers now or hereafter existing thereunder with respect to: (a) any insurance, indemnities, warranties, and guaranties provided for or arising out of or in connection with any of the foregoing agreements; (b) any damages arising out of or for breach or default under or in connection with any of the foregoing contracts; (c) all other amounts from time to time paid or payable under or in connection with any of the foregoing agreements; or (d) the exercise or enforcement of any and all covenants, remedies, powers, and privileges thereunder.