Termination of Purchase Agreements Sample Clauses

Termination of Purchase Agreements. In the event that both Purchase Agreements are terminated in accordance with the terms thereof, NYSERDA shall immediately notify City and City shall have the option, in its sole discretion, to convert this Agreement to a purchase agreement for Offshore Wind RECs with the purchase price for such Offshore Wind RECs set at the price of Offshore Wind RECs charged to load-serving entities for the same period of time, and appropriate adjustments to other terms. If City exercises this option, the Parties agree to meet and negotiate in good faith regarding changes to the terms of this Agreement necessary, if any, to effectuate City’s decision. If City declines to exercise this option, this Agreement shall terminate immediately.
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Termination of Purchase Agreements. Upon and following the ---------------------------------- Closing, each of the Purchase Agreements and the terms and provisions therein, other than Sections 10 and 12 of each Purchase Agreement, shall be terminated and thereafter cease to have any force or effect.
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Termination of Purchase Agreements. Subject only to the satisfaction or waiver of the conditions set forth in Section 3 of this Agreement, by their execution hereof, Ramtron and the DFA Stockholders, respectively, terminate each Purchase Agreement.
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Termination of Purchase Agreements. Effective upon the date hereof, the Purchase Agreements shall be terminated in their entirety and shall be of no further force or effect.
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Termination of Purchase Agreements. Upon the effectiveness of this Agreement, the Purchase Agreements shall terminate and all obligations of the parties thereunder (including without limitation any and all obligations thereunder to purchase, sell or service the Receivables, the Related Security and the Collections) shall terminate, except that (i) the indemnification and payment provisions set forth in Sections 4.11, 8.01, 8.02 and 8.03 of the Receivables Purchase Agreement as well as the agreement set forth in Section 8.20 of the Receivables Purchase Agreement shall be continuing and shall survive the execution and delivery of this Agreement and the termination of the Receivables Purchase Agreement, and (ii) the indemnification and payment provisions of Article VII of the Purchase Agreement as well as the agreement set forth in Section 8.10 of the Purchase Agreement shall be continuing and shall survive the execution and delivery of this Agreement and the termination of the Purchase Agreement. 5.
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Termination of Purchase Agreements. 9.1 Either party may (without prejudice to any other rights or remedies it may have) terminate a Purchase Agreement by notice in writing immediately if the other party:
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Related to Termination of Purchase Agreements

  • Execution of Purchase Agreement The successful bidder has earned the right to make an offer to the Seller; no sale has been completed. The bidder will be required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required Xxxxxxx Money within 24 hours to the Seller in a check payable to Ness Bros. Buyer's offer expires 11:59 P.M. (local time) seven days after the online auction date, unless Seller timely accepts it; the Xxxxxxx Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of closing the tax xxxx for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax xxxx available to the closing agent. The succeeding year’s tax xxxx, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax xxxx available to the closing agent. --- GUARANTY: Any individual submitting a bid or signing the Purchase Agreement on behalf of any entity agrees to be individually bound by all these terms and conditions and individually responsible for payment of the Xxxxxxx Money and the balance due.

  • 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.

  • 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.

  • 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.

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

  • 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.

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

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions:

  • 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.

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