Party Purchaser definition

Party Purchaser means a third party purchaser of the beneficial title to the Loans and their Related Security as nominated by the Seller in the Exercise Notice;
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Party Purchaser has the meaning given in paragraph 7.1 of this Schedule 10; Transferee has the meaning given in paragraph 7.1 of this Schedule 10; and
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Party Purchaser has the meaning given to it in Clause 4.5.1; Transaction means the transactions contemplated under the Transaction Documents; Transaction Documents means this Agreement, the Clermont Malabar Share Subscription Agreement, Malabar Share Purchase Agreement 1, Malabar Share Purchase Agreement 2, Malabar Share Purchase Agreement 3, Malabar Share Purchase Agreement 4 and all other documents entered into pursuant to these documents between any or all of the Parties and/or any of their Affiliates; Transfer including with correlative meaning, the terms Transferred, Transferring and Transferability means any of the following (whether directly or indirectly): (a) transfer or other disposition of Securities or voting interests or any interest therein; (b) sale, assignment, gift, donation of Securities or any interest therein, pursuant to an agreement, arrangement, instrument or understanding by which legal title to or beneficial ownership of the Securities or any interest therein passes from one Person to another Person or to the same Person in a different legal capacity, whether or not for value; and/or (c) grant of any equity interest, Encumbrance or extending or attaching to the Securities or any interest therein. For the avoidance of doubt, it is clarified that a pledge of Securities in accordance with Clause 4.9 shall not be considered a Transfer;
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Examples of Party Purchaser in a sentence

  • This Agreement shall inure to the benefit of and be binding upon successors and Permitted Transferees of the Parties and a Third Party Purchaser in accordance with Section 3.

  • The obligation of the Optionholders to sell the Underlying Shares pursuant to the Exercise Option, and the right of the SPE Shareholders to exercise the Exercise Option, shall transfer to any Permitted Transferee and/or a Third Party Purchaser of the SPE Shares or the Outstanding Options, as applicable.

  • Changes to the Membership may require the Primary Member, Partner and/or Third Party Purchaser, to sign a new GTA.

Related to Party Purchaser

  • Third Party Purchaser has the meaning set forth in Section 3.1(a).

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

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

  • Purchaser means the organization purchasing the goods.

  • 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

  • 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.

  • 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.

  • Additional Purchasers means purchasers of Additional Notes.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Substitute Purchaser is defined in Section 21.

  • Investor is defined in the preamble to this Agreement.

  • 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.

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Sale Notice has the meaning set forth in Section 9.18(b).