Purchase Agreement Matters; Compliance Under Purchase Agreement Sample Clauses

Purchase Agreement Matters; Compliance Under Purchase Agreement. Assignor shall, promptly after Assignee’s and Assignor’s mutual execution of this Agreement, deliver to Assignee a true and complete copy of the Underlying Purchase Agreement and any amendments or supplements thereto. By no later than the expiration of the Feasibility Period, Assignor shall (i) obtain Seller’s written consent to the assignment of the Purchase Agreement pursuant to this Agreement and (ii) enter into any necessary amendment to the Purchase Agreement with Seller to ensure, to the best of Assignor’s ability, that the Purchase Agreement remains in full force and effect through the earlier of Closing or termination of this Agreement, in each case, in form and substance approved in advance by Assignee. If Assignor is unable to obtain such consent and amend the Purchase Agreement to comply with the terms of this Agreement, either Assignor or Assignee may terminate this Agreement upon written notice to the other party at any time before such consent and amendment may be obtained. If either Assignor or Assignee issues such a termination notice, Assignee and Assignor shall execute a Termination Agreement in the form of Exhibit C attached hereto and Title Company shall promptly return the Assignment Xxxxxxx Money to Assignee. As of the date hereof, Assignor confirms to Assignee that Assignor has requested from Seller the consent and amendment as described in (i) and (ii). Assignee shall keep Assignor reasonably informed of its efforts to obtain the same and shall use commercially reasonable efforts to obtain the same as soon as reasonably practical after the Effective Date. Assignor has and shall continue to comply with and enforce all terms and conditions of the Purchase Agreement and, during any period in which there is not an uncured default (beyond any applicable notice, grace or cure period) by Assignee, shall not modify, amend, terminate or assign the Purchase Agreement or rights thereunder, or provide any consent, waiver or approval thereunder, without Assignee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Furthermore, Assignor shall otherwise cause the Purchase Agreement, to the best of Assignor’s ability, to remain in full force and effect through the earlier of Closing (including as may be extended by the Extension Option) or the earlier termination of this Agreement. Assignor shall promptly provide Assignee with copies of any modifications or amendments to the Purchase Agreement (approved...
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Related to Purchase Agreement Matters; Compliance Under Purchase Agreement

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

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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • REVERSE REPURCHASE AGREEMENTS 1. Promptly after the Fund enters a Reverse Repurchase Agreement with respect to Securities and money held by the Custodian hereunder, the Fund shall deliver to the Custodian a Certificate, or in the event such Reverse Repurchase Agreement is a Money Market Security, a Certificate, Oral Instructions, or Written Instructions specifying: (a) the Series for which the Reverse Repurchase Agreement is entered; (b) the total amount payable to the Fund in connection with such Reverse Repurchase Agreement and specifically allocated to such Series; (c) the broker, dealer, or financial institution with whom the Reverse Repurchase Agreement is entered; (d) the amount and kind of Securities to be delivered by the Fund to such broker, dealer, or financial institution; (e) the date of such Reverse Repurchase Agreement; and (f) the amount of cash and/or the amount and kind of Securities, if any, specifically allocated to such Series to be deposited in a Senior Security Account for such Series in connection with such Reverse Repurchase Agreement. The Custodian shall, upon receipt of the total amount payable to the Fund specified in the Certificate, Oral Instructions, or Written Instructions make the delivery to the broker, dealer, or financial institution and the deposits, if any, to the Senior Security Account, specified in such Certificate, Oral Instructions, or Written Instructions.

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