Purchase Agreement Sample Contracts

Purchase Agreement

A purchase agreement is a contract used to define the terms and conditions of a purchase of goods, services, or real property.   A purchase agreement specifies the type of goods, services, or property that the seller agrees to provide to the buyer as part of the transaction as well as the money or other consideration that the buyer must provide as part of the transaction.  It also specifies any other conditions that the parties must meet before the transaction will close.

Purchase Agreement (April 24th, 2018)

THIS PURCHASE AGREEMENT (this "Agreement") is entered into as of April 23, 2018 (the "Effective Date"), by and between ________________ (each a "Seller" and collectively, the "Sellers"), and CF GROCERY DISTRIBUTION PROPCO LLC, a Delaware limited liability company ("Buyer").

Commercial Metals Company – Commercial Metals Company 5.750% Senior Notes Due 2026 PURCHASE AGREEMENT (April 20th, 2018)

Introductory. Commercial Metals Company, a Delaware corporation (the Company), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) and the other several Initial Purchasers named in Schedule A (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in such Schedule A of $350,000,000 aggregate principal amount of the Companys 5.750% Senior Notes due 2026 (the Securities). Merrill Lynch has agreed to act as the representative of the several Initial Purchasers (the Representative) in connection with the offering and sale of the Securities.

PBF Logistics LP – KNOXVILLE TERMINALS PURCHASE AGREEMENT BY AND BETWEEN CUMMINS TERMINALS, INC. AND PBF LOGISTICS PRODUCTS TERMINALS LLC DATED April 16, 2018 (April 20th, 2018)

This Purchase Agreement (this Purchase Agreement) is made and entered into effective as of this 16th day of April, 2018 (the Effective Date), by and between Cummins Terminals, Inc., a corporation organized under the laws of the State of Tennessee, having its principal office at 901 North Roan Street, Johnson City, TN 37601 (Seller), and PBF Logistics Products Terminals LLC, a limited liability company organized under the laws of the State of Delaware, having its office at One Sylvan Way, Parsippany, NJ 07054 (Buyer). Each of Seller and Buyer is referred to herein individually as a Party and collectively as the Parties.

Amendment No. 2 to Purchase Agreement (April 19th, 2018)

This AMENDMENT NO. 2 (this Amendment), dated as of April 19, 2018, to the Purchase Agreement, dated as of October 27, 2016, by and between NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the Company), and QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands (Buyer), as amended by Amendment No. 1, dated as of February 20, 2018, by and between the Company and Buyer (as amended by Amendment No. 1, the Purchase Agreement), is entered into by and between the Company and Buyer. Capitalized terms used but not defined in this Amendment shall have the respective meanings as specified in the Purchase Agreement.

Santander Drive Auto Receivables Trust 2018-2 – PURCHASE AGREEMENT Dated as of April 18, 2018 Between SANTANDER CONSUMER USA INC., as Seller and SANTANDER DRIVE AUTO RECEIVABLES LLC, as Purchaser (April 19th, 2018)

THIS PURCHASE AGREEMENT is made and entered into as of April 18, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement) by SANTANDER CONSUMER USA INC., an Illinois corporation (Santander Consumer), and SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company (the Purchaser).

Pure Acquisition Corp. – Private Placement Warrants Purchase Agreement (April 18th, 2018)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of April 12, 2018 (as it may from time to time be amended, this Agreement), is entered into by and among Pure Acquisition Corp., a Delaware corporation (the Company), and HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the Purchaser).

Copa Holdings – PURCHASE AGREEMENT NUMBER PA-03774 Between THE BOEING COMPANY and COPA HOLDINGS S.A. Relating to Boeing Model 737 MAX Aircraft (April 18th, 2018)

This Purchase Agreement No. PA-03774 between The Boeing Company, a Delaware corporation, (Boeing) and COPA HOLDINGS S.A., a Panama corporation, (Customer) relating to the purchase and sale of Boeing Model 737 MAX aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (together, the Purchase Agreement) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of November 25, 1998 between the parties, identified as AGTA/COP (AGTA).

Logistics Property Trust Inc. – Agreement Regarding Assignment and Assumption of Purchase Agreement (April 18th, 2018)

THIS AGREEMENT REGARDING ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (Assignment Agreement) is made and entered into by LANIC ENGINEERING, INC., a California corporation (Assignor), and BCI IV ACQUISITIONS LLC, a Delaware limited liability company (Assignee), as of February 23, 2018 (Effective Date).

Escondido Innovations, Inc. – Option/Purchase Agreement (April 13th, 2018)

The two (2) published novels written by Owner entitled "Mate Finder Book 1" and "Devi: Mate Finder Book 2," respectively, and one (1) untitled unpublished sequel thereto ("Mate Finder Book 3") to be written by Owner (collectively, the "Books").

Escondido Innovations, Inc. – SCREENPLAY OPTION/PURCHASE AGREEMENT as of August 1, 2016 (April 13th, 2018)

This will confirm the agreement between MJW Media, LLC ("Purchaser"), and you, Pete Rosen and Gary Bowen (collectively, "Artist"), with respect to the original screenplay entitled "Child Support" written by Artist (which, together with the title, themes, contents, story and characters, and all translations, adaptations, and other versions, as well as all research performed by Artist in connection therewith, whether now existing or hereafter created, is hereinafter called the "Property") (the first motion picture based on the Property hereunder shall be referred to as the "Picture"). In this regard, prior to the earlier of exercise of the Option (as defined below) or commencement of production of the Picture, Purchaser shall become, or assign this Agreement to, a WGA signatory entity. Further, for purposes hereof, Artist shall be deemed a "professional writer" under the WGA.

GM Financial Consumer Automobile Receivables Trust 2018-2 – PURCHASE AGREEMENT Between AFS SENSUB CORP. Purchaser and GM FINANCIAL Seller Dated as of April 19, 2018 (April 13th, 2018)

THIS PURCHASE AGREEMENT, dated as of April 19, 2018, executed between AFS SenSub Corp., a Nevada corporation, as purchaser (Purchaser) and AmeriCredit Financial Services, Inc. d/b/a GM Financial, a Delaware corporation, as Seller (Seller).

Santander Drive Auto Receivables Trust 2018-2 – PURCHASE AGREEMENT Dated as of April 18, 2018 Between SANTANDER CONSUMER USA INC., as Seller and SANTANDER DRIVE AUTO RECEIVABLES LLC, as Purchaser (April 12th, 2018)

THIS PURCHASE AGREEMENT is made and entered into as of April 18, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement) by SANTANDER CONSUMER USA INC., an Illinois corporation (Santander Consumer), and SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company (the Purchaser).

MELCO RESORTS FINANCE LIMITED US$350,000,000 4.875% Senior Notes Due 2025 to Be Consolidated and Form a Single Series With the US$650,0000,000 4.875% Senior Notes Due 2025 PURCHASE AGREEMENT 9/F, Central Tower (April 12th, 2018)

Melco Resorts Finance Limited, an exempted company incorporated with limited liability in the Cayman Islands (the Issuer), confirms its agreement with the Initial Purchasers with respect to the issuance and sale by the Issuer and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of US$350,000,000 aggregate principal amount of the Issuers 4.875% Senior Notes due 2025 (the Notes), subject to the terms and conditions set forth in this purchase agreement (this Agreement). The Notes are to be issued pursuant to the indenture (the Indenture), dated June 6, 2017, between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the Trustee). The Notes are expected to be consolidated and form a single series with the US$650,000,000 aggregate principal amount of the Issuers 4.875% Senior Notes due 2025 (the Original Notes) issued pursuant to the Indenture on June 6, 2017; provided that the Notes so

GeoPark Holdings Ltd – PURCHASE AGREEMENT FOR FELL BLOCK OIL AND CONDENSATE BETWEEN EMPRESA NACIONAL DEL PETROLEO AND GEOPARK FELL SpA (April 12th, 2018)

In Santiago, Chile, on April 21 2017, Mr. Andres Rebolledo Smitmans, Chilean, holding identity document number 8,127,608-0, acting in his capacity as Ministry of Energy, whose appointment is evidenced under Executive Order No. 1,496, dated October 19, 2016, of the Ministry of the Interior and Public Safety, which is not attached hereto for being known to the Parties, appears on behalf of the STATE OF CHILE, hereinafter the "STATE", both domiciled at Avenida Libertador Bernardo O'Higgins No. 1449, Edificio Santiago Downtown, Torre 2, Piso 13, Santiago; Mr. Pedro Aylwin Chiorrini, holding identity document No. 8,303,420-3, in the name and on behalf of GEOPARK FELL SpA, a firm engaged in the exploration and exploitation of hydrocarbons, Tax Identification (RUT) No. 76.129.094-0, hereinafter indistinctly referred to as "GEOPARK" or also "the Seller", both domiciled for these purposes in the city of Punta Arenas, Chile, Calle Lautaro Navarro 1021; and Mr. Marc Llambias Bernaus, Chilean, ho

MELCO RESORTS FINANCE LIMITED US$650,000,000 4.875% Senior Notes Due 2025 PURCHASE AGREEMENT 9/F, Central Tower (April 12th, 2018)

Melco Resorts Finance Limited, an exempted company incorporated with limited liability in the Cayman Islands (the Issuer), confirms its agreement with the Initial Purchasers with respect to the issuance and sale by the Issuer and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of US$650,000,000 aggregate principal amount of the Issuers 4.875% Senior Notes due 2025 (the Notes), subject to the terms and conditions set forth in this purchase agreement (this Agreement). The Notes are to be issued pursuant to an indenture (the Indenture), dated as of the Closing Date (as defined below), between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the Trustee).

Trinity Merger Corp. – Private Placement Warrants Purchase Agreement (April 11th, 2018)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [*], 2018 (as it may from time to time be amended and including all exhibits referenced herein, this "Agreement"), is entered into by and between Trinity Merger Corp., a Delaware corporation (the "Company"), and HN Investors LLC, a Delaware limited liability company (the "Purchaser").

Resolute Energy Corp. – Purchase Agreement (April 10th, 2018)

Resolute Energy Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the initial purchasers listed in Schedule 1 hereto (the "Initial Purchasers"), for whom you are acting as representative (the "Representative"), $75,000,000 aggregate principal amount of its 8.50% Senior Notes due 2020 (the "Notes"). In the event that only one Initial Purchaser is listed in Schedule 1 hereto, any references to the "Initial Purchasers" shall be deemed to refer to the sole Initial Purchaser in the singular form listed in such Schedule 1 to this Purchase Agreement (this "Agreement").

Targa Resources Partners LP – Targa Resources Partners LP and Targa Resources Partners Finance Corporation 5.875% Senior Notes Due 2026 PURCHASE AGREEMENT (April 6th, 2018)

Targa Resources Partners LP, a limited partnership organized under the laws of Delaware (the Partnership), along with Targa Resources Partners Finance Corporation, a Delaware corporation (Finance Co and, together with the Partnership, the Issuers), hereby confirm their agreement with the several Initial Purchasers listed in Schedule 1 hereto (the Initial Purchasers), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (the Representative) as set forth below.

PURCHASE AGREEMENT BY AND AMONG RED LION HOTELS FRANCHISING, INC., KNIGHTS FRANCHISE SYSTEMS, INC., WYNDHAM HOTEL GROUP, LLC, AND THE ASSET SELLERS PARTY HERETO Dated as of April 3, 2018 (April 4th, 2018)

This PURCHASE AGREEMENT (this Agreement), dated as of April 3, 2018, is made by and among Red Lion Hotels Franchising, Inc., a Washington corporation (Purchaser), Knights Franchise Systems, Inc., a Delaware corporation (the Company), Wyndham Hotel Group, LLC, a Delaware limited liability company and the sole stockholder of the Company (the Stockholder), and the Asset Sellers signatory hereto.

Purchase Agreement Between Asure Software, Inc., (April 2nd, 2018)

THIS PURCHASE AGREEMENT (this "Agreement"), dated effective as of April 1, 2018 (the "Closing Date"), is entered into between ASURE SOFTWARE, INC., a Delaware corporation (the "Buyer"), and WELLS FARGO BANK, N.A., a national banking association (the "Seller").

Pure Acquisition Corp. – Form of Private Placement Warrants Purchase Agreement (March 22nd, 2018)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [ ], 2018 (as it may from time to time be amended, this Agreement), is entered into by and among Pure Acquisition Corp., a Delaware corporation (the Company), and HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the Purchaser).

Nutanix, Inc. – Original Equipment Manufacturer (OEM) Purchase Agreement (March 15th, 2018)

This Agreement is effective as of May 16, 2014 ("Effective Date") and will continue thereafter until terminated in accordance with this Agreement.

Syms Corporation – School Design, Construction, Funding and Purchase Agreement (March 15th, 2018)

THIS SCHOOL DESIGN, CONSTRUCTION, FUNDING AND PURCHASE AGREEMENT (this "Agreement") made as of December 22, 2017 by and between TPHGREENWICH OWNER LLC, a Delaware limited liability company having an address c/o Trinity Place Holdings Inc., 340 Madison Avenue, Suite 3C, New York, NY 10173 ("Developer") and the NEW YORK CITY SCHOOL CONSTRUCTION AUTHORITY, a public benefit corporation of the State of New York having its principal office at IDCNY Center 1, 30-30 Thompson Avenue, Long Island City, New York 11101 (the "SCA").

EX PARTE JOINT MOTION FOR ENTRY OF AGREED AMENDED ORDER (A) APPROVING THE SALE OF ASSETS FREE AND CLEAR WITH LIENS, CLAIMS AND ENCUMBRANCES ATTACHING TO THE PROCEEDS; (B) APPROVING PURCHASE AGREEMENT; (C) DETERMINING THAT THE PURCHASER IS a GOOD FAITH PURCHASER PURSUANT TO SS 363(m); (D) APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN CONTRACTS AND LEASES; (E) ABROGATING THE BANKRUPTCY RULE 6004(h) STAY OF THE ORDER, AND (F) GRANTING RELATED RELIEF (March 14th, 2018)

NOW INTO COURT, through undersigned counsel, comes COPsync, Inc. ("Debtor") and Kologik Capital, LLC ("Kologik Capital") who jointly move this Court to enter an Agreed Order, ex parte, amending this Court's prior Order approving the sale of certain assets of the Debtor to Kologik [P-125]. In support thereof, the Debtor and Kologik Capital respectfully represent:

CSI Compressco LP – Purchase Agreement (March 13th, 2018)

The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the "Indenture"), among the Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary"), pursuant to a letter of representations, to be dated on or before the Closing Date (the "DTC Agreement"), from the Issuers to the Depositary.

Lilis Energy, Inc. – Amendment No. 1 to GAS GATHERING, PROCESSING AND PURCHASE AGREEMENT (March 9th, 2018)

This Amendment No. 1 to Gas Gathering, Processing and Purchase Agreement (this "Amendment No. 1") is made and entered into as of the 1st day of October, 2017 (the "Amendment No. 1 Effective Date"), by and between Lucid Energy Delaware, LLC, a Delaware limited liability company ("Buyer") and Lilis Energy, Inc., a Nevada corporation ("Seller"). Buyer and Seller are sometimes referred to in this Amendment No. 1 individually as a "Party" and collectively as the "Parties." Capitalized terms used herein but not defined herein will have the meanings set forth in the Agreement.

Ringcentral, Inc. 0% Convertible Senior Notes Due 2023 Purchase Agreement (March 6th, 2018)
Purchase Agreement (March 5th, 2018)

THIS PURCHASE AGREEMENT, dated as of January 29, 2017, is entered into by and among Lithium Exploration Group, Inc., a Nevada corporation (the "Company"), and JDF Capital Inc. (the "Purchaser").

M I Acquisitions, Inc. – Purchase Agreement (March 2nd, 2018)

This PURCHASE AGREEMENT (this "Agreement") is dated as of February 26, 2018, by and among Priority Holdings, LLC, a Delaware limited liability company ("Priority"), M SPAC LLC ("M SPAC"), M SPAC Holdings I LLC ("M SPAC I"), M SPAC Holdings II LLC ("M SPAC II" and collectively with M SPAC I and M SPAC, "Founders") and, solely for purposes of Section 2.06, M I Acquisitions, Inc., a Delaware corporation ("Buyer"). Each of Priority, Founders and Buyer is sometimes referred to herein as a "Party" and, collectively, as the "Parties".

M I Acquisitions, Inc. – Purchase Agreement (March 2nd, 2018)

This PURCHASE AGREEMENT (this "Agreement") is dated as of February 26, 2018, by and among Priority Holdings, LLC, a Delaware limited liability company ("Priority"), M SPAC LLC ("M SPAC"), M SPAC Holdings I LLC ("M SPAC I"), M SPAC Holdings II LLC ("M SPAC II" and collectively with M SPAC I and M SPAC, "Founders") and, solely for purposes of Section 2.06, M I Acquisitions, Inc., a Delaware corporation ("Buyer"). Each of Priority, Founders and Buyer is sometimes referred to herein as a "Party" and, collectively, as the "Parties".

Purchase Agreement (March 1st, 2018)

PURCHASE AGREEMENT (this Agreement), dated as of February [*], 2018, by and among American Outdoor Brands Corporation, a Nevada corporation with headquarters located at 2100 Roosevelt Avenue, Springfield, Massachusetts 01104 (the Company), and [Investor Name] (including any other persons or entities purchasing Purchased Notes (as defined below) hereunder for whom the undersigned Investor holds contractual and investment authority, the Investor). This Agreement, the Indenture (as defined below), the Notes, the Other Agreements (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement are collectively referred to herein as the Transaction Documents.

Nissan Auto Receivables 2018-A Owner Trust – PURCHASE AGREEMENT Between NISSAN MOTOR ACCEPTANCE CORPORATION as Seller, and NISSAN AUTO RECEIVABLES CORPORATION II, as Purchaser Dated as of February 28, 2018 (March 1st, 2018)

This PURCHASE AGREEMENT (this Agreement) is made as of February 28, 2018, by and between NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation (the Seller), and NISSAN AUTO RECEIVABLES CORPORATION II, a Delaware corporation (the Purchaser).

Purchase Agreement (February 28th, 2018)

This PURCHASE AGREEMENT (as it may be amended, modified or supplemented from time to time, this Agreement) is made as of February 23, 2018, by and among AAR CORP. (AAR), a Delaware corporation, as seller representative (in such capacity, the Seller Representative) and as Servicer (as defined below), each of the affiliates of AAR listed on the signature pages hereto on the date hereof as sellers, and such other affiliates of AAR, if any, as may become parties hereto as sellers pursuant to a Joinder Agreement with the prior written approval of Buyer in its sole and absolute discretion, in each case, in its capacity as seller hereunder (together with their successors and permitted assigns, the Sellers and each, individually, a Seller), and Citibank, N.A., a national banking association (together with its successors and assigns permitted hereunder, Buyer). Any reference herein and in the other Transaction Documents to Seller without further designation shall be a reference to each Seller,

Business.Vn, Inc. – Equity Token Purchase Agreement (February 27th, 2018)

This Equity Token Purchase Agreement (this "Agreement") is dated December 19, 2017, by and between Chimes Broadcasting, Inc., a Delaware corporation ("Chimes") and Blockchain Industries, Inc., a Nevada Corporation ("Purchaser").

Q2 Holdings, Inc. – Q2 Holdings, Inc. 0.75% Convertible Senior Notes Due 2023 Purchase Agreement (February 26th, 2018)