Purchase Closing. On the Purchase Date,
Purchase Closing. On the Purchase Date, (a) the Purchasing Creditors and the Senior Lien Agent will execute and deliver the assignment agreement referenced in Section 8.1 hereof, (b) the Purchasing Creditors will pay the Purchase Price to the Senior Lien Agent by wire transfer of immediately available funds, and (c) each of the Purchasing Creditors will execute and deliver to the Senior Lien Agent a waiver and release of all claims arising out of this Agreement, the relationship between the Senior Lien Secured Parties and the Junior Lien Secured Parties in connection with the Senior Lien Documents and the Junior Lien Documents, and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Article 8.
Purchase Closing. On the Purchase Date, (a) the Purchasing Creditors will execute and deliver the Assignment, (b) the Purchasing Creditors will pay the Purchase Price to First Lien Agent by wire transfer of immediately available funds, (c) the Purchasing Creditors will deposit with First Lien Agent or its designee by wire transfer of immediately available funds, 105% of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees that will accrue thereon through the stated maturity of the Letters of Credit (assuming no drawings thereon before stated maturity), and (d) each of the Purchasing Creditors will execute and deliver to the First Lien Agent a waiver and release of, and covenant not to sxx in respect of, all claims arising out of this Agreement, the relationship between the First Lien Creditors and the Second Lien Creditors in connection with First Lien Documents and the Second Lien Documents, and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 5.
Purchase Closing. 1.1 Purchase 1 1.2 Closing 1 1.3 Interpretation 4 ARTICLE II
Purchase Closing. (a) On the terms and subject to the conditions set forth herein, the Investor hereby agrees, to purchase from the Company, and the Company hereby agrees to sell to the Investor, a number of shares of Convertible Preferred Stock equal to the dollar amount set forth opposite the Investor’s name on Schedule 1 divided by the Preferred Purchase Price per share (the “Preferred Shares”).
Purchase Closing. The completion of any transaction of purchase and sale contemplated pursuant to Section 6 (a “Repurchase/Put Transaction”) will take place on the Repurchase/Put Closing Date subject to and in accordance with this Section 6(c). “Repurchase/Put Closing Date” means (i) the later of (A) 45 calendar days after the delivery of the applicable Put Notice and (B) 20 calendar days after the purchase price for the applicable Shares is finally determined by the Company in accordance with this Agreement and the Plan, or (ii) such earlier or later date as the parties to the Repurchase/Put Transaction agree in writing; provided, however, that if all filings, notices and authorizations necessary to complete the Repurchase/Put Transaction have not been made, given or obtained by such date, then the Repurchase/Put Closing Date may be extended by the Company for up to 45 calendar days in order to make, give or obtain such necessary filings, notices and authorizations. Notwithstanding anything else contained herein, the acceptance of the aggregate purchase price for such shares subject to a Put Right pursuant to this Section 6(c) shall be deemed a representation and warranty by the Participant that: (1) the Participant has full right, title and interest in and to such shares; (2) the Participant has all necessary power and authority and has taken all necessary action to sell such shares as contemplated; (3) such shares are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such shares.
Purchase Closing. Section 1.1 Purchase 2 Section 1.2 Closing 2 Section 1.3 Closing Conditions 3 ARTICLE II.
Purchase Closing. Section 1.1 Purchase 1 Section 1.2 Closing 2 Section 1.3 Closing Conditions 2 Article II Representations and Warranties of the Company Section 2.1 Organization and Authority 5 Section 2.2 Capitalization. 5 Section 2.3 Authorization 6 Section 2.4 Sale and Status of Securities 7 Section 2.5 SEC Documents; Financial Statements 8 Section 2.6 Undisclosed Liabilities 9 Section 2.7 Absence of Changes 9 Section 2.8 Brokers and Finders 9
Purchase Closing. The Purchase Closing shall occur at the offices of Optionee or its attorneys, in either case, located in Manhattan, on the Purchase Closing Date (as set forth in the Purchase Option Notice) or such later or other date to which the Purchase Closing may adjourned pursuant these Purchase Option Terms or as otherwise determined pursuant to Section 3(c)(ii) of the Agreement.
