Form of Asset Purchase Agreement Sample Clauses

Form of Asset Purchase Agreement. A duly executed form of Asset Purchase Agreement (the “Asset Purchase Agreement”) that shall contain representations, warranties, covenants, closing conditions, and indemnities as set forth in the Colombia Purchase Agreement, in each case, as conformed to Applicable Law and approved by [***] and [***]’s local counsel.
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Form of Asset Purchase Agreement. Within forty-five (45) days after the date of this Agreement, DTS and Avica shall have prepared and agreed to the form of asset purchase agreement, together with such related agreements as shall be referenced therein (collectively, the “Asset Purchase Agreement”), pursuant to which the Asset Purchase shall be consummated in DTS’ sole discretion as set forth in this Agreement. At such time as DTS and Avica shall have agreed to the final form of the Asset Purchase Agreement (the “Form Agreement Date”), DTS and Avica shall evidence such agreement in writing, Avica shall confirm in writing its representations and warranties thereunder as of the Form Agreement Date and the Asset Purchase Agreement shall be deemed attached as Exhibit A hereto. The Asset Purchase Agreement shall, among other things, contain representations and warranties to be made by Avica, and shall contemplate a schedule of disclosures and exceptions to such representations and warranties (the “Avica Disclosure Schedule”). The Asset Purchase Agreement shall also contain other schedules, including schedules that list all assets of the Company (the “Asset Schedules”). Avica shall complete and, on the Form Agreement Date, deliver to DTS the Avica Disclosure Schedule, the Asset Schedules and such other schedules as are contemplated by the Asset Purchase Agreement, each of which shall be true, accurate and complete as of the Form Agreement Date.
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Related to Form of Asset Purchase Agreement

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

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities.

  • Amendments to the Receivables Purchase Agreement The Receivables Purchase Agreement is hereby amended as follows:

  • Sale and Purchase of Assets Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).

  • 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.

  • Transfer Agreement PROVISION FOR TRANSFER AGREEMENT The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of [•], 2021 (the “Agreement”),1 by and among the Commitment Parties, including the transferor to the Transferee of any Senior Note Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Commitment Party” under the terms of the Agreement, based on the Debtor Claim that is Transferred. This Transfer Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflict of laws that would require the application of the law of any other jurisdiction. The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein. The Transferee intends to be and is bound under the Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter acquired by such Transferee. Date Executed: ________________ TRANSFEREE Name of Institution: By: Name: Its: Telephone: Facsimile: Aggregate Amounts Beneficially Owned or Managed on Account of Senior Note Claims: 2026 Senior Notes $ Credit Agreement Claims: $ 1 Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. DIP Claims: $ Xxxxxxx Common Stock Number of Shares: Any other Debtor Claims: Type: $ Type: $ NOTICE ADDRESS: [ ] [ ] [ ] Attention: [ ] E-mail: [ ] with a copy to: [ ] [ ] [ ] Attention: [ ] E-mail: [ ] EXHIBIT C JOINDER AGREEMENT Joinder Agreement [_________], 2021 The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of [•], 2021, a copy of which is attached hereto as Annex I (as it may be amended, supplemented, or otherwise modified from time to time, the “Agreement”),1 by and among the Commitment Parties.

  • Amendment to Purchase Agreement The Purchase Agreement is hereby amended as follows:

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

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Purchase Agreement See the introductory paragraphs hereof.

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