Termination of the Asset Purchase Agreement Sample Clauses

Termination of the Asset Purchase Agreement. If the Asset Purchase Agreement is terminated, then this Agreement shall terminate automatically, unless otherwise agreed by the Parties in writing.
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Termination of the Asset Purchase Agreement. On receipt of a notice jointly executed by J&J Health and HFC stating that the Asset Purchase Agreement has been terminated (the "Termination Distribution Notice"), the Escrow Agent shall promptly disburse all amounts in the Escrow Fund to Lender and to Bayview pro rata based on the percentage of the Escrow Contribution contributed by each.
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Termination of the Asset Purchase Agreement. This Agreement shall automatically terminate if the Asset Purchase Agreement terminates for any reason, unless PPI and Purchaser agree that this Agreement shall remain in full force and effect. If this Agreement does not terminate, then PPI and Purchaser shall negotiate mutually agreeable terms to adjust the indemnification limits and the Escrow Fund amount referred to in Article 11 of the Asset Purchase Agreement consistent with the amount of the Purchase Price and the terms and conditions of this Agreement.
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Termination of the Asset Purchase Agreement. This Agreement shall automatically terminate if the Asset Purchase Agreement terminates for any reason, unless SIC and Purchaser agree otherwise. If this Agreement does not terminate, then SIC and Purchaser shall negotiate mutually agreeable terms to adjust the indemnification limits and the Escrow Fund amount referred to in Article 11 of the Asset Purchase Agreement consistent with the amount of the Purchase Price and the terms and conditions of this Agreement.
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Termination of the Asset Purchase Agreement. Each of the Parties hereby agrees to terminate and cancel the provisions of the Asset Purchase Agreement effective from the Termination Date on the condition that the Parties enter into the attached Loan Agreement to which this Termination Agreement forms the Schedule One thereof.
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Termination of the Asset Purchase Agreement. Each of the Parties hereby agrees and acknowledges that, effective as of the Effective Date, the Asset Purchase Agreement, the Hxxxx Ranch Note, the Jupiter Farms Note, the Wellington Note and all Series B Preferred Stock and Common Stock heretofore issued to Hxxxx Ranch, Jupiter Farms and Wellington, respectively, pursuant to the terms of the Asset Purchase Agreement is hereby irrevocably and unconditionally terminated, rescinded and cancelled in its entirety and shall be of no further force or effect, and each party thereto shall have no further rights, liabilities or obligations of any nature thereunder; provided, however, that each Seller shall be entitled to receive all Transitional Management Fees that shall be due to it under the Section 1.3 of the Asset Purchase Agreement up to the Effective Date, which amount shall be fully paid by Purchaser on or prior to August 10, 2016.
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Termination of the Asset Purchase Agreement. The Parties have agreed to terminate the Asset Purchase Agreement under the terms hereof, due to among other reasons, Voz’s failure to maintain books, records, and financial controls making funding unlikely, Voz’s status as a Shell Company resulting in its inability to obtain a stock ticker symbol, and material misrepresentations and omissions by Voz’s former agents and representatives, disclosure of which would have caused BaxTech not to have entered into the Asset Purchase Agreement. As a result of Voz’s breaches of the Asset Purchase Agreement, the Parties acknowledge that BaxTech has been irreparably harmed. The Parties hereby terminate the Asset Purchase Agreement for the consideration set forth in Sections 5 hereafter.
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Related to Termination of the Asset Purchase Agreement

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

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities.

  • Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.

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

  • 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.

  • Repurchase Agreement Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund; 3)

  • 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.

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, deliver and transfer to the Buyer, all of the Assets and the Buyer shall buy and take possession of, all of the Sellers' right, title and interest in and to the Assets.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

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