Assignee Purchaser definition

Assignee Purchaser has the meaning set forth in Section 10.1.
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Assignee Purchaser means a Purchaser whose Group Commitment Percentage (after giving effect to such adjustments occurring on such Settlement Date, as applicable) times the Aggregate Capital exceeds the outstanding aggregate Capital of such Purchaser Group at such time.
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Assignee Purchaser shall have the meaning given to that term in Subparagraph 5.03(b)of the Purchase Agreement.
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Examples of Assignee Purchaser in a sentence

  • In the event that Purchaser desires to assign its rights under this Agreement to a Permitted Assignee, Purchaser shall send written notice to Seller at least five (5) business days prior to the effective date of such assignment stating the name and, if applicable, the constituent persons or entities of the Permitted Assignee.

  • Thereafter the Assignee Purchaser shall for all purposes be a Purchaser party to this Agreement and shall have all the rights and obligations of a Purchaser under this Agreement to the same extent as if it were an original party hereto and thereto, and no further consent or action by Seller, the Purchasers or the Administrative Agent shall be required.

  • Any Purchaser may at any time and from time to time assign to one or more Persons (each, an “Assignee Purchaser”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the “Assignment Agreement”) executed by such Assignee Purchaser and such selling Purchaser.

  • Subject to any limitations in any agreement between Assignee and Purchaser, Assignee may, upon notice of Purchaser's default as provided in Section 3(b) hereof, directly enforce and exercise such rights under this Agreement that have been assigned or pledged to it and, until otherwise notified by Assignee, Purchaser shall no longer have any of such rights.

  • If, after any purchase by an Assignee Purchaser hereunder, the purchase price paid by such Assignee Purchaser is recovered from any Lessor Party, Lessee shall reimburse such Lessor Party for such recovery unless such recovery is due solely to a material misrepresentation or covenant breach by such Lessor Party.

  • Thereafter, the Assignee Purchaser shall for all purposes be a Purchaser party to this Agreement and shall have all the rights and obligations of a Purchaser under this Agreement to the same extent as if it were an original party hereto and thereto, and no further consent or action by Seller, the Purchasers or the Administrative Agent shall be required.

  • Thereafter the Assignee Purchaser shall for all purposes be a Purchaser party to this Agreement and shall have all the rights and obligations of a Purchaser under this Agreement to the same extent as if it were an original party hereto and thereto, and no further consent or action by Seller, the Purchasers or the Agent shall be required.

  • Thereafter, upon recordation in the Register, the Assignee Purchaser shall for all purposes be a Purchaser party to this Agreement and shall have all the rights and obligations of a Purchaser under this Agreement to the same extent as if it were an original party hereto and thereto, and no further consent or action by the Seller, the Purchasers or the Administrative Agent shall be required.

  • Except for any affiliate of Purchaser or an entity that is directly owned or controlled by Purchaser or an entity in which Purchaser has an ownership interest and is a general partner with the power and authority customarily held by a general partner (each, a "Permitted Assignee"), Purchaser shall not have the right to assign its interest in this Agreement without the prior written consent of the Seller.

  • An Assignee Purchaser shall assume all of the rights and obligations of the original Purchaser.


More Definitions of Assignee Purchaser

Assignee Purchaser has the meaning set forth in Section 12.1(b).
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Assignee Purchaser has the meaning ascribed thereto in Section 4.8(a);
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Assignee Purchaser shall have the meaning given to that term in Subparagraph 5.03(b)of the Purchase Agreement. "Assignment" shall have the meaning given to that term in Subparagraph 7.05(b) of the Participation Agreement. "Assignment Agreement" shall have the meaning given to that term in Subparagraph 7.05(b) of the Participation Agreement. "Assignment Effective Date" shall have, with respect to each Assignment Agreement, the meaning set forth therein. "Assignment of Construction Agreements" shall have the meaning given to that term in Subparagraph 2.11(a) of the Participation Agreement. "Assignment of Lease" shall have the meaning given to that term in Subparagraph 2.11(b). "Assignor Participant" shall have the meaning given to that term in Subparagraph 7.05(b) of the Participation Agreement. "Assumed Appraisal" shall have the meaning given to that term in Subparagraph 3.02(h) of the Purchase Agreement. "Base Rate" shall mean, on any day, the greater of (a) the Prime Rate in effect on such date and (b) the Federal Funds Rate for such day plus one-half percent (0.50%). "Base Rent" shall have the meaning given to that term in Subparagraph 2.03(a) of the Lease Agreement. "Business Day" shall mean any day on which (a) commercial banks are not authorized or required to close in San Francisco, California or New York, New York and (b) if such Business Day is related to a LIBOR Rental Rate, dealings in Dollar deposits are carried out in the London interbank market. "Capital Adequacy Requirement" shall have the meaning given to that term in Subparagraph 2.12(d) of the Participation Agreement. "Capital Asset" shall mean, with respect to any Person, any tangible fixed or capital asset owned or leased (in the case of a Capital Lease) by such Person, or any expense incurred by such Person that is required by GAAP to be reported as a non-current asset on such Person's balance sheet. "Capital Expenditures" shall mean, with respect to Lessee and its Subsidiaries for any period, the sum, determined on a consolidated basis in accordance with GAAP, of all amounts expended and indebtedness incurred or assumed by Lessee and its Subsidiaries during such period for the acquisition of Capital Assets (including all amounts expended and indebtedness incurred or assumed in connection with Capital Leases), other than amounts expended by Lessee and its Subsidiaries to repurchase used Lessee systems previously sold to customers by Lessee and its Subsidiaries. (For clarification and without limiting the ...
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Related to Assignee Purchaser

  • Assignee Lender is defined in Section 11.11.1.

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Purchaser means the organization purchasing the goods.

  • Substitute Purchaser is defined in Section 21.

  • Eligible Purchaser means an Eligible Dealer or a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein; "Eligible Dealer" means any corporation or other entity having as a principal business acting as a broker or dealer in securities.

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Foreign Purchaser has the meaning assigned thereto in Section 8(d).

  • Warranty Purchaser The Person described in Section 2.04 of the Trust Sale Agreement.

  • Ultimate purchaser means, with respect to any new motor vehicle or new motor vehicle engine, the first person who in good faith purchases a new motor vehicle or new motor vehicle engine for purposes other than resale.

  • First purchaser means the first buyer of a manufactured item that contains ferrous or nonferrous metal in a retail or business-to-business transaction. A person that purchases scrap metal, or other property described in section 10, in violation of this act, or an automotive recycler, pawnshop, scrap metal recycler, or scrap processor is not considered a first purchaser.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

  • Investor means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.

  • Assignee as defined in Section 10.6(b).

  • Assignee Group means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

  • Original Purchaser means the original purchaser of the Bonds designated by the Fiscal Officer in the Certificate of Award.

  • Qualified Purchaser has the meaning assigned to such term in Section 12.06(e).

  • Approved Investor means any institution which has made a Takeout Commitment and has been approved by Buyer and not subsequently disapproved by Buyer.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Takeout Investor means any institution which has made a Takeout Commitment and has been approved by Buyer, in its sole and absolute discretion.

  • Selling Lender has the meaning specified in Section 11.7 (

  • Ineligible Assignee Any private investment company, investment firm, investment partnership, private equity fund or other private equity investment vehicle.

  • U.S. Purchaser means any purchaser of the Offered Securities that is, or is acting for the account or benefit of, a person in the United States, or any person offered the Offered Securities in the United States.

  • Defaulting Purchaser means any Related Committed Purchaser or LC Participant, as applicable, that (a) has failed to (i) perform its obligation to fund any portion of its Purchases or Participation Advances or (ii) pay over to the Administrator or any Purchaser any other amount within two Business Days of the date required to be funded or paid by it hereunder, unless, in the case of clause (i) above, such Related Committed Purchaser or LC Participant, as applicable, notifies the Administrator and the Seller in writing that such failure is the result of such Related Committed Purchaser’s or LC Participant’s, as applicable, good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Seller, the Administrator or any Purchaser in writing, or has made a public statement to the effect, that it does not intend to comply with any of its funding obligations under this Agreement or any other Transaction Document or generally under other agreements in which it commits or extends credit (unless such writing or public statement relates to such Related Committed Purchaser’s or LC Participant’s, as applicable, obligation to fund any portion of its Purchases or Participation Advances and states that such position is based on such Related Committed Purchaser’s or LC Participant’s, as applicable, good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied), (c) has failed, within three Business Days after written request by the Administrator or the Seller, to confirm in writing in a manner satisfactory to the Administrator and the Seller, that it will comply with the terms of this Agreement and the other Transaction Documents relating to its obligations to fund prospective Purchases and Participation Advances under this Agreement (provided that such Related Committed Purchaser or LC Participant, as applicable, shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Administrator and the Seller), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy or insolvency proceeding or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity; provided that, for the avoidance of doubt, a Related Committed Purchaser or LC Participant, as applicable, shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in such Related Committed Purchaser or LC Participant, as applicable, or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Related Committed Purchaser or LC Participant, as applicable, with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Related Committed Purchaser or LC Participant, as applicable (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Related Committed Purchaser or LC Participant, as applicable.