Secondary Purchase Agreement Sample Clauses

Secondary Purchase Agreement. The Seller will not amend, waive or modify any provision of the Secondary Purchase Agreement or waive the occurrence of any “Event of Termination” under the Secondary Purchase Agreement, without in each case the prior written consent of the Purchaser and (prior to the RIPA Final Payment Date) the Program Agent; provided, however, that the Seller may amend the percentage set forth in the definition of “Discount” in the Secondary Purchase Agreement in accordance with the provisions of the Secondary Purchase Agreement without the consent of the Purchaser or the Program Agent; provided, further, that the Seller shall promptly notify the Purchaser and the Program Agent of any such amendment. The Seller will perform all of its obligations under the Secondary Purchase Agreement in all material respects and will enforce the Secondary Purchase Agreement in accordance with its terms in all material respects.
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Secondary Purchase Agreement. The Borrower will not amend, waive or modify any provision of the Secondary Purchase Agreement or waive the occurrence of any "Event of Termination" under the Secondary Purchase Agreement, without in each case the prior written consent of the Program Agent and each Investor Agent. The Borrower will perform all of its obligations under the Secondary Purchase Agreement in all respects and will enforce the Secondary Purchase Agreement in accordance with its terms.
Sample 1
Secondary Purchase Agreement. The Seller will not amend, waive or modify any provision of the Secondary Purchase Agreement or waive the occurrence of any “Event of Termination” under the Secondary Purchase Agreement or consent to any assignment by the Parent of its rights and obligations thereunder, without in each case the prior written consent of the Agent. The Seller will perform all of its obligations under the Secondary Purchase Agreement in all material respects and will promptly enforce the Secondary Purchase Agreement in accordance with its terms in all material respects and deliver consents, approvals, directions, notices, waivers and take other actions under the Secondary Purchase Agreement as may be directed by the Agent. 50 Receivables Purchase Agreement
Sample 1
Secondary Purchase Agreement. The Seller will not amend, waive or modify any provision of the Secondary Purchase Agreement or waive the occurrence of any “Event of Termination” under the Secondary Purchase Agreement or consent to any assignment by the Parent of its rights and obligations thereunder, without in each case the prior written consent of the Agent; provided, however, that the Seller may amend the percentage set forth in the definition of “Discount” in the Secondary Purchase Agreement in accordance with the provisions of the Secondary Purchase Agreement without the consent of the Agent; provided, further, that the Seller shall promptly notify the Agent of any such amendment. The Seller will perform all of its obligations under the Secondary Purchase Agreement in all material respects and will enforce the Secondary Purchase Agreement in accordance with its terms in all material respects.
Sample 1
Secondary Purchase Agreement. Notwithstanding any provision to the contrary in this Note or elsewhere, other than with respect to payments specifically permitted by Section 2.03(b) of the Secondary Purchase Agreement, no demand for any payment may be made hereunder, no payment shall be due with respect hereto and HLI shall not have any claim for any payment hereunder prior to the occurrence of the Facility Termination Date and the RFA Final Payment Date. In the event that, notwithstanding the foregoing provision limiting such payment, HLI shall receive any payment or distribution on this Note which is not specifically permitted by Section 2.03(b) of the Secondary Purchase Agreement, such payment shall be received and held in trust by HLI for the benefit of the entities to whom the obligations are owed under the Financing Agreement and shall be promptly paid over to such entities. The Purchaser hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. Neither this Note, nor any right of HLI to receive payments hereunder, shall, without the prior written consent of the Purchaser and (so long as the Financing Agreement remains in effect or any amounts remain outstanding thereunder) the Program Agent under the Financing Agreement, be assigned, transferred, exchanged, pledged, hypothecated, participated or otherwise conveyed. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXX FUNDING II, INC. By: ____________________________________ Name: Title: SECONDARY PURCHASE AGREEMENT SCHEDULE TO SUBORDINATED NOTE Addition to Principal Amount of Principal Unpaid Principal Notation Date Amount Paid or Prepaid Balance Made By ---- --------------------- ------------------- ---------------- --------- ____ _____________________ ___________________ ________________ _________ ____ _____________________ ___________________ ________________ _________ ____ _____________________ ___________________ ________________ _________ ____ _____________________ ___________________ ________________ _________ ____ _____________________ ___________________ ________________ _________ ____ _____________________ ___________________ ________________ _________ ____ _____________________ ___________________ ________________ _________ ____ _____________________ ___________________ ________________ _________ ____ _____________________ ___________________ ________________ _________ ____ _____________________ ___________________ ________________ ___...
Sample 1
Secondary Purchase Agreement. Xxxx Pharmica LLC shall have agreed to sell 1,195,000 shares of Parent Series B Preferred to Sofinnova pursuant to the Secondary Share Purchase Agreement in the form attached hereto as Exhibit L (the “Secondary Share Purchase Agreement”).
Sample 1

Related to Secondary Purchase Agreement

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

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

  • 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.

  • 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.

  • Purchase Agreement See the introductory paragraphs hereof.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • 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.

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

  • 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.

  • 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.

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