Purchase Events Clause Samples
The "Purchase Events" clause defines the specific circumstances or actions that trigger the buyer's obligation to purchase goods or services under the contract. Typically, this clause outlines what constitutes a purchase event, such as the issuance of a purchase order, the delivery of goods, or the completion of certain milestones. By clearly identifying these triggering events, the clause ensures both parties understand when contractual duties arise, thereby reducing ambiguity and helping to prevent disputes over when purchases are officially recognized.
Purchase Events. 24 Section 6.05 Indemnification............................................... 25 Section 6.06 Trust......................................................... 25 ARTICLE VII
Purchase Events. The Transferors and the Representative acknowledge that the Transferees have assigned all of their right, title and interest in, to and under this Agreement, including the Transferees' right to cause the Representative or the Transferors to purchase the Mortgage Loans from the Transferees under certain circumstances, to the Issuer pursuant to Section 2.01 of the Pooling and Servicing Agreement, and the Issuer has granted to the Trustee a security interest in and Lien on the Mortgage Loans and its right, title and interest in this Agreement. The Transferors and the Representative hereby covenant and agree with the Transferees for the benefit of the Transferees, the Trustee, the Certificateholders and the Certificate Insurer that the occurrence of a breach of any of the Representative's or the Transferor's representations and warranties contained in Section 3.02 hereof shall constitute events obligating the Transferor and the Representative, to the extent specified in Section 3.03 of the Pooling and Servicing Agreement, and without further notice from the Transferees hereunder, to purchase an Mortgage Loan from the Trustee (a "Purchase Event"). It is understood and agreed that the obligation of the Representative or the Transferors to purchase any Mortgage Loan as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Transferors and the Representative for such breach available to the Trustee, the Certificateholders or the Certificate Insurer.
Purchase Events. Acquiror may exercise the Option only if one or more of the following events has occurred:
(a) the Board of Directors of the Company or any committee thereof shall have withdrawn or modified its approval or recommendation of the Merger or the Merger Agreement in any manner adverse to Acquiror, or approved or recommended any Acquisition Proposal (as defined in the Merger Agreement), or shall have adopted a resolution to take any of the foregoing actions;
(i) the approval of the Merger Agreement by the stockholders of the Company shall have not been obtained by reason of the failure to obtain the required vote at the Stockholders' Meeting (as defined in the Merger Agreement) and (ii) at the time of such negative vote there shall be pending an Acquisition Proposal (as defined in the Merger Agreement);
(c) the Company or any of its Subsidiaries shall have entered into any agreement with any person (other than Acquiror or any of its affiliates), the Board of Directors of such entity shall have approved, recommended or resolved to enter into an agreement with any person, or the Company shall have publicly announced its intention to take any of the foregoing actions, with respect to the sale of 20% or more (in voting power) of the voting securities of the Company or of 20% or more (in fair market value) of the assets of the Company and its Subsidiaries, on a consolidated basis, however such transaction may be effected; or
(d) any person (other than Acquiror or any of its affiliates), shall have commenced (as such term is defined in Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or shall have filed a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to a tender or exchange offer for securities representing 35% or more of the voting power of the Company; or the acquisition, by any person or group (as defined in Section 13(d) of the Exchange Act), other than Acquiror or any of its affiliates, of beneficial ownership of (as defined in the Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership of, securities representing 35% or more of the voting power of the Company;
Purchase Events. In the event that any of the following (each a "Purchase Event") shall have occurred to or in respect of a Selling Holder, the Remaining Holders shall have the right upon the terms set forth in this Article V to purchase the entire Ownership Interest of the Selling Holder (or, in the case of a Purchase Event pursuant to Section 5.1(x) below, such portion of the Selling Holder's Ownership Interest as is assigned, sold, or otherwise transferred as described in Section 5.1(x)):
(i) the Selling Holder shall make an assignment for the benefit of creditors, commence (as the debtor) a case in bankruptcy, or commence (as the debtor) any proceeding under any other insolvency law; or
(ii) a case in bankruptcy or any other proceeding under any other insolvency law is commenced against the Selling Holder (as the debtor) and is consented to by the Selling Holder or remains undismissed for sixty (60) days, or the Selling Holder consents to or admits the material allegations against it in any such case or proceeding; or
(iii) a trustee, receiver, agent, liquidator or sequestrator (however named) is appointed with respect to the Selling Holder (as the debtor) and is consented to by the Selling Holder or remains undismissed for sixty (60) days, or the Selling Holder consents to or admits the material allegations against it in any such case or proceeding; or
(iv) a trustee, receiver, agent, liquidator or sequestrator (however named) is appointed or authorized to take charge of all or substantially all of the property of the Selling Holder for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of creditors and such appointment or authorization is consented to by the Selling Holder or is not overturned within ninety (90) days; or
(v) the Selling Holder shall suffer any writ of attachment or execution or any similar process to be issued or levied against the interests of the Selling Holder in the Ownership Interest which is not released, stayed, bonded or vacated within ninety (90) days after its issue or levy; or
(vi) the Selling Holder shall fail to perform any of its obligations under this Agreement in a material respect and such failure continues for a period of at least thirty (30) days after written notice thereof from the Company, the Partnership or any Holder; or
(vii) any attempted assignment or hypothecation by the Selling Holder of any of its rights or interest in the Company, the LLC A...
Purchase Events. The following shall constitute a “Purchase Event”:
(i) Any Person acquires more than ten percent (10%) of the outstanding Units of Golden Growers; or
(ii) The articles of incorporation and/or bylaws of Golden Growers are amended to alter member voting from one member/one vote to a system that permits a member to have more than one vote.
Purchase Events. In the event that any of the following (each a “Purchase Event”) shall have occurred to or in respect of a Member (the “Seller”), the other Members that are not the Seller or Affiliates of the Seller (as they may agree among themselves or in proportion to their Percentage Interests if there is no agreement among such Members) (the “Buyer”) shall have the continuing right for the period of time set forth in Section 7.2, but not the obligation (the “Purchase Option”), to purchase the entire Company interest of the Seller including all debts and obligations of the Company owing to the Seller (the “Purchase Interest”) in an amount due and payable as determined below. Unless and until this Section 7.1 has been modified to provide that the actions of an Affiliate of the Managing Member can form the basis for a Purchase Event as enumerated herein, the Managing Member hereby agrees not to cause or permit the Company or the Managing Member to enter into any agreement in any way pertaining to the purpose of the Company with an Affiliate of the Managing Member or MAAC; provided that this limitation shall not prevent the Company from entering into the Property Management Agreements with the Managing Member.
Purchase Events. Upon the occurrence of any of the following Purchase Events with respect to a Selling Shareholder, the Company and the other Shareholders shall have options to purchase the Selling Shareholder's Shares, as hereinafter described in this Article 3: A the Selling Shareholder receives and desires to accept a bona fide offer for the purchase of all or a portion of his Shares (or any rights or interests therein), whether from a person who is not a party to this Agreement or from another Shareholder;
Purchase Events. Each of the following events shall constitute a “Purchase Event” under this Agreement:
(a) The death of ▇▇▇▇▇▇ ▇. ▇▇▇▇, permanent disability of ▇▇▇▇▇▇ ▇. ▇▇▇▇ with respect to CAS, or the dissolution and winding up of a Member;
(b) Any filing by a Member of a voluntary petition for reorganization or liquidation under any federal or state law for the relief of debtors or any filing against a Member of any involuntary petition for liquidation or reorganization under any federal or state law for the relief of debtors that is not dismissed or stayed within 60 days of filing;
(c) Any purported voluntary or involuntary Transfer or Encumbrance of all or any part of a Member’s Membership Interest in a manner not expressly permitted by this Agreement;
(d) Any material breach of this Agreement by a Member which is not cured within sixty (60) days after written notice of such breach is given to the Member by the Company; or
(e) Any purported withdrawal or attempt to withdraw by a Member from the Company other than as may be expressly permitted by this Agreement.
Purchase Events. The Sellers acknowledge that the Purchaser has assigned all of its right, title and interest in, to and under this Agreement (including the Purchaser's right to cause the Sellers to repurchase the Mortgage Loans from the Purchaser under certain circumstances) to the Trust pursuant to Section 2.01 of the Pooling and Servicing Agreement and has assigned to the Trustee its right, title and interest in this Agreement; provided, however, that neither the Trustee nor the Trust assumes the obligation under any Credit Line Agreement that provides for the funding of future advances to the Mortgagor thereunder, and neither the Trust nor the Trustee shall be obligated or permitted to fund any such future advances. The Sellers hereby covenant and agree with the Purchaser for the benefit of the Purchaser, the Trustee, the Certificateholders and the Credit Enhancer that the occurrence of a breach of any of the Sellers' representations and warranties contained in Section 3.02 hereof shall constitute events obligating the Seller to repurchase the applicable Mortgage Loan from the Trustee, to the extent specified in Section 2.04 of the Pooling and Servicing Agreement and without further notice from the Purchaser
Purchase Events. 3.2 Notice of Purchase Event. 3.3 Company's Option to Purchase. 3.4