Purchase and Sale Agreements. All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and
Purchase and Sale Agreements. 7 (a) Firm Shares.................................................................................... 7 (b)
Purchase and Sale Agreements. No claims for indemnification under any prior purchase and sale agreements to which the Company or any of its Subsidiaries is a party, have been made by the Company or any of its Subsidiaries in the last five (5) years, or are pending or threatened by the Company or any of its Subsidiaries and, to the knowledge of the Company, no claims for indemnification have been made in the last five (5) years or are pending or threatened, by any counterparties thereto.
Purchase and Sale Agreements. The occurrence of a Purchase and Sale Termination Event under any Purchase and Sale Agreement.
Purchase and Sale Agreements. Complete copies and all amendments of the Purchase and Sale Agreements.
Purchase and Sale Agreements. 3 Section 2.01 Purchase and Sale. 3 Section 2.02 Deliverables at Closing. 3 Section 2.03 Closing. 3
Purchase and Sale Agreements. 11 3.1. Firm Shares...........................................................................................11 3.2. Additional Shares.....................................................................................12 3.3. Market Standoff Provision.............................................................................12 3.4.
Purchase and Sale Agreements. Subject to Section 12.21, the Borrower will not amend, modify, waive or terminate any provision of any Purchase and Sale Agreement without the prior written consent of the Administrative Agent.
Purchase and Sale Agreements. Section 3.11 of FrontierVision's Disclosure Schedule lists all definitive purchase and sale agreements pursuant to which the Systems were acquired. A copy of each such agreement has been delivered to Buyer. The FrontierVision Companies have not collected any payment as of the date of this Agreement from any "seller" under any of such purchase and sale agreements in respect of any indemnification claim made against any such "seller" by the FrontierVision Companies for a breach of any representation or warranty by any such "seller" regarding the condition of any of the Systems acquired from any such "seller." Except as disclosed in Section 3.11 of FrontierVision's Disclosure Schedule, no FrontierVision Company is bound by any contractual noncompete or similar restrictive covenant. The FrontierVision Companies have paid all amounts that are due and payable under the purchase and sale agreements referred to above (or have accrued a liability with respect thereto which will be included as an Adjustment Liability in the computation of Closing Net Liabilities).
Purchase and Sale Agreements. 5.1 Upon receipt by the Purchaser of a copy of this Letter of Intent, duly executed by the Corporation, the parties shall use good faith efforts to, by no later than April 23, 2012 or any other date mutually agreed upon in writing by the parties prepare an industry standard form of technology transfer agreement and a form of share purchase and sale agreement (the “Agreements”) incorporating the terms of this Letter of Intent and such other terms and conditions as deemed necessary and advisable by counsel for each of the Purchaser and the Corporation. The Agreements shall include terms providing for representations and warranties of the Corporation relating to the business and affairs of the Technology and the AlbaniaCo Shares, and that as of the Closing Date and to the knowledge of the Corporation acting diligently, there shall be no rights, claims, penalties, dues, liabilities, liens or security interests of any person, party, taxing authority or agency, or any regulatory body or authority whatsoever against the Technology, or the Purchased Sonic Reactors whether registered or not (the “Claims”), as well as indemnities (“Indemnities”) of the Corporation relating to the rights of the Technology or any Claims not disclosed to the Purchaser prior to the Closing Date but which materialize after the Closing Date.
