Purchase Agreement Provisions Sample Clauses

Purchase Agreement Provisions. Except as otherwise provided, all provisions of the Purchase Agreement not modified by this Amendment No. 1 shall remain in full force and effect.
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Purchase Agreement Provisions. The purchase agreement provides as follows: • Section 9.3(a): To receive indemnification, an indemnitee must provide notice of a claim: [1] within a reasonable time after such Indemnitee becomes aware of the existence of [the] potential claim ... , [2] but in any event before the later of the Termination Date [(March 16, 2016)] or the survival period provided in Section 9.5 with respect to [the] particular representation and warranty to which the matter applies[.]
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Purchase Agreement Provisions. The provisions of Sections 11.5 (Severability), 11.6 (Entire Agreement), 11.8 (No Third-Party Beneficiaries), 11.9 (Amendment), 11.11 (Specific Performance), 11.12 (Governing Law), 11.14 (Rules of Construction), 11.15 (Counterparts) and 11.16 (Waiver of Jury Trial) of the Purchase Agreement are incorporated by reference into this Agreement, mutatis mutandis. To the extent that any provision of this Agreement conflicts or is inconsistent with the terms of the Purchase Agreement, this Agreement shall govern.
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Purchase Agreement Provisions. The Assigning Parties acknowledge that the amount of the Income Tax Receivables, after conversion into United States dollars at the time received by the Payee pursuant to Section 4(c) above, may be less than the sum, in United States dollars, of (i) the principal of and accrued interest on the Note through the date of this Assignment Agreement and (ii) the amount of accrued interest that would have accrued on the principal amount of the Note from the date of this Assignment Agreement through the date of the payment referred to in Section 4(c) above if the Note had not been cancelled in accordance herewith (such sum being, the “Note Amount”) and that the full amount of the Income Tax Receivables may not be received by the Payee (such difference between the amount of the Income Tax Receivables actually received by the Payee and the Note Amount being the “Income Tax Receivables Deficit”). In consideration of the Payee accepting an assignment of the Income Tax Receivables in full satisfaction and payment of the Note, the Assigning Parties agree that the Aggregate Purchase Price will be increased by the amount of any Income Tax Receivables Deficit (the “Income Tax Receivables Adjustment”). Accordingly, (i) in addition to the adjustments provided for in Section 1.5(b) and Sections 1.5(f) to 1.5(l), inclusive, of the Purchase Agreement, the Aggregate Purchase Price will be subject to an adjustment in favour of the Sellers by the amount of any Income Tax Receivables Adjustment, (ii) the amount of any such Income Tax Receivables Adjustment shall be shown in the Closing Statement as an amount in favor of the Sellers and shall be paid by Buyer, dollar-for-dollar, to the Sellers and (iii) for greater certainty, the adjustment provided for in Section 1.5(l) of the Purchase Agreement shall be made as if the Income Tax Receivables refunded and paid by the appropriate Governmental Authorities were refunded and paid to the Buyer, the Acquired Entities or their Subsidiaries, and had not been assigned to the Payee under this Assignment Agreement. The Parties agree that an example of how such calculations and adjustments shall be made is shown in Exhibit A, which is attached hereto. The Parties are entering into that certain Release Agreement bearing even date herewith by and among the Parties and the other “Sellers” party to the Purchase Agreement (the “Release Agreement”) providing in Section 3 thereof for the final adjustment of the Aggregate Purchase Price under the Purch...
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Purchase Agreement Provisions. (December 1997 Edition) GTE North Incorporated, a Wisconsin corporation (the "Company"), may enter into one or more purchase agreements providing for the sale of debentures to the purchaser or purchasers named therein (the "Purchasers"). The standard provisions set forth herein will be incorporated by reference in any such purchase agreement ("Purchase Agreement"). The Purchase Agreement, including these Standard Purchase Agreement Provisions incorporated therein by reference, is hereinafter referred to as "this Agreement". Unless otherwise defined herein, terms used in this Agreement that are defined in the Purchase Agreement have the meanings set forth therein.
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Purchase Agreement Provisions 
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Related to Purchase Agreement Provisions

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

  • 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.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Purchase Agreement See the introductory paragraphs hereof.

  • 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.

  • 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 Agreement This Repurchase Agreement, duly executed by the parties thereto;

  • of the Note Purchase Agreement Section 15.1 of the Note Purchase Agreement is amended to read in its entirety as follows:

  • 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.

  • Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

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