Master Purchase and Sale Agreement Sample Contracts

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EXECUTION VERSION BA0.236215 0.240209 AMENDED AND RESTATED MASTER PURCHASE AND SALE AGREEMENT among REDWOOD-ERC SENIOR LIVING HOLDINGS, LLC, REDWOOD-ERC MANAGEMENT, LLC, REDWOOD-ERC DEVELOPMENT, LLC REDWOOD-ERC PROPERTIES, LLC and REDWOOD-ERC KANSAS,...
Master Purchase and Sale Agreement • May 5th, 2020 • Maryland

THIS AMENDED AND RESTATED MASTER PURCHASE AND SALE AGREEMENT (this “Agreement”) is effective as of October 19,November 11, 2009 (the “Execution Date”) among REDWOOD-ERC SENIOR LIVING HOLDINGS, LLC, a Maryland limited liability company (“Redwood”), REDWOOD-ERC MANAGEMENT, LLC, a Maryland limited liability company (“ManagementCo”), REDWOOD-ERC DEVELOPMENT, LLC, a Maryland limited liability company (“DevCo”), REDWOOD-ERC PROPERTIES, LLC, a Maryland limited liability company (“PropCo”), REDWOOD-ERC KANSAS, LLC, a Maryland limited liability company (“Redwood Kansas” and, together with Redwood, ManagementCo, DevCo and PropCo, the “Redwood Parties”), ERICKSON RETIREMENT COMMUNITIES, LLC, a Maryland limited liability company (“ERC”), ERICKSON GROUP, LLC, a Maryland limited liability company (“Parent”), KANSAS CAMPUS, LLC, a Maryland limited liability company (“Kansas Owner” and, together with ERC, the “Sellers” or the “Erickson Parties”). The Redwood Parties and the Erickson Parties are someti

SECOND AMENDED AND RESTATED MASTER PURCHASE AND SALE AGREEMENT among Carvana Auto Receivables 2016-1 LLC as Transferor and ALLY BANK and ALLY FINANCIAL INC. each a Purchaser DATED AS OF NOVEMBER 1, 2022
Master Purchase and Sale Agreement • November 3rd, 2022 • Carvana Co. • Retail-auto dealers & gasoline stations • New York

THIS SECOND AMENDED AND RESTATED MASTER PURCHASE AND SALE AGREEMENT (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) is made as of November 1, 2022, among Carvana Auto Receivables 2016-1 LLC, a Delaware limited liability company (the “Transferor”), Ally Bank., a Utah chartered bank, and Ally Financial Inc., a Delaware corporation (each a “Purchaser” and collectively, the “Purchasers”).

MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • November 13th, 2014 • Cole Credit Property Trust V, Inc. • Real estate investment trusts • Arizona

This Master Purchase and Sale Agreement (this “Agreement”) is entered into effective as of June 19, 2014 (the “Effective Date”) by The Estate of Seymour Baum, as Seller (“Seller”), and ARCP ACQUISITIONS, LLC, a Delaware limited liability company, as Buyer (“Buyer”).

AMENDED AND RESTATED MASTER PURCHASE AND SALE AGREEMENT BY AND AMONG PERKINELMER, INC., PERKINELMER U.S. LLC, and PERKINELMER TOPCO, L.P. March 11, 2023
Master Purchase and Sale Agreement • March 16th, 2023 • Perkinelmer Inc • Laboratory analytical instruments • Delaware

This AMENDED AND RESTATED MASTER PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of March 11, 2023 by and among PerkinElmer, Inc., a Massachusetts corporation (“PKI”), PerkinElmer U.S. LLC, a Delaware limited liability company and wholly-owned indirect Subsidiary of PKI (“PE US LLC”), and PerkinElmer Topco, L.P. (f/k/a Polaris Purchaser, L.P.), a Delaware limited partnership (“Buyer”). PKI and Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties.”

EXHIBIT 2 MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • May 11th, 2000 • Atlantic Richfield Co /De • Petroleum refining • New York
Contract
Master Purchase and Sale Agreement • February 22nd, 2011 • Exelon Corp • Electric & other services combined • Pennsylvania

FACILITY CREDIT AGREEMENT, dated as of November 4, 2010 (the “Agreement”) among EXELON GENERATION COMPANY, LLC, a Pennsylvania limited liability company (the “Company”), and UBS AG, Stamford Branch as lender and issuer of letters of credit hereunder (with its successors, the “Bank”) and as administrative agent (with its successors, the “Administrative Agent”). The Company and the Bank are sometimes referred to herein collectively as the “Parties” and individually as a “Party”.

MASTER PURCHASE AND SALE AGREEMENT (Regarding the Sale and Purchase of 6 Hotels)
Master Purchase and Sale Agreement • August 18th, 2011 • Hersha Hospitality Trust • Real estate investment trusts • Pennsylvania

THIS MASTER PURCHASE AND SALE AGREEMENT (this “Master Purchase and Sale Agreement”) is made and entered into as of this 15th day of August, 2011 (the “Effective Date”), by and among PRA GLASTONBURY, LLC, a Connecticut limited liability company, 44 HERSHA NORWICH ASSOCIATES, LLC, a Connecticut limited liability company, DANBURY SUITES, LLC, a Connecticut limited liability company, WHITEHALL MANSION PARTNERS, LLC, a Connecticut limited liability company, SOUTHINGTON SUITES, LLC, a Connecticut limited liability company, 790 WEST STREET, LLC, a Connecticut limited liability company, and WATERFORD SUITES, LLC, a Connecticut limited liability company (individually and collectively, “Seller”), and SOF-VIII U.S. Hotel Co-Invest Holdings L.P., a Delaware limited partnership, or its designee (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN PERKINELMER, INC. and VARIAN MEDICAL SYSTEMS, INC. December 21, 2016
Master Purchase and Sale Agreement • December 30th, 2016 • Varex Imaging Corp • Electronic components, nec • Delaware

This MASTER PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of December 21, 2016 by and between PerkinElmer, Inc., a Massachusetts corporation (“PKI”) and Varian Medical Systems, Inc., a Delaware corporation (“Buyer”). PKI and Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties.”

EX-10.37 41 dex1037.htm MASTER PURCHASE AND SALE AGREEMENT CONFIDENTIAL TREATMENT REQUESTED **** NORTEL CONFIDENTIAL ****
Master Purchase and Sale Agreement • May 5th, 2020 • New York

This MASTER PURCHASE AND SALE AGREEMENT No. 07-1280, including Exhibits A through Q/U, (Agreement) is entered into on June 14th, 2007 (Effective Date) between Nortel Networks Inc., a Delaware corporation, with offices at 4001 E. Chapel Hill, Nelson Hwy, Research Triangle Park, NC 27709, USA (Nortel Networks) and ANDA Networks, Inc. a Delaware corporation with offices located at 247 Santa Ana Court, Sunnyvale, CA 94085 (Seller).

MASTER PURCHASE AND SALE AGREEMENT BY AND AMONG GREATBATCH LTD., BANDERA ACQUISITION, LLC and solely for purposes of being bound by Section 10.1(f), Section 10.3 and Section 11.13, INTEGER HOLDINGS CORPORATION May 3, 2018
Master Purchase and Sale Agreement • July 9th, 2018 • Integer Holdings Corp • Miscellaneous electrical machinery, equipment & supplies • New York

This MASTER PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of May 3, 2018 by and among Greatbatch Ltd., a New York corporation (“GB Ltd.”), Bandera Acquisition, LLC, a Delaware limited liability company (“Buyer”), and, solely for purposes of being bound by Section 10.1(f), Section 10.3 and Section 11.13, Integer Holdings Corporation, a Delaware corporation (“Integer”). GB Ltd. and Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties.”

MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • June 21st, 2013 • Op Tech Environmental Services Inc • Hazardous waste management • South Carolina

THIS MASTER PURCHASE AND SALE AGREEMENT (the “Agreement”) is executed by and between ACCORD FINANCIAL, INC., a Delaware corporation, having a mailing address at P.O. Box 6704, Greenville, South Carolina, 29606, (hereinafter referred to as "Factor") and OP-TECH Environmental Services, Inc., a Delaware corporation, located at 1 Adler Drive, East Syracuse, New York 13057, (hereinafter referred to as "Seller"). Seller and Factor agree to the following terms and conditions:

AMENDMENT NO. 2 TO MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • August 8th, 2017 • Perkinelmer Inc • Laboratory analytical instruments

THIS AMENDMENT NO. 2 TO MASTER PURCHASE AND SALE AGREEMENT (this “Amendment No. 2”) is made and entered into as of April 28, 2017, by and between: PERKINELMER, INC., a Massachusetts corporation (“PKI”); and VAREX IMAGING CORPORATION, a Delaware corporation (“Varex”), and amends that certain Master Purchase and Sale Agreement, dated as of December 21, 2016, by and between PKI and Varian Medical Systems, Inc. (“Varian”), as amended on January 17, 2017 and assigned to Varex pursuant to that certain Assignment and Assumption Agreement, dated January 27, 2017, by and between Varian and Varex (the “MPSA”).

AMENDMENT NO. 1 TO MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • May 9th, 2017 • Perkinelmer Inc • Laboratory analytical instruments

THIS AMENDMENT NO. 1 TO MASTER PURCHASE AND SALE AGREEMENT (this "Amendment No. I") is made and entered into as of January 17, 2017, by and between: PERKINELMER, INC, a Massachusetts corporation ("PerkinElmer"); and VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation ("Varian"), and amends that certain Master Purchase and Sale Agreement, dated as of December 21, 2016, by and between PerkinElmer and Varian (the "MPSA").

MASTER PURCHASE AND SALE AGREEMENT BY AND AMONG PERKINELMER AUTOMOTIVE RESEARCH, INC., CALEB BRETT USA INC. and PERKINELMER, INC. (solely for purposes of Sections 10.2 and 10.4 and ARTICLE XI) October 26, 2005
Master Purchase and Sale Agreement • November 1st, 2005 • Perkinelmer Inc • Laboratory analytical instruments • New York

This MASTER PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of October 26, 2005 by and among PerkinElmer Automotive Research, Inc., a Texas corporation (“Seller”), Caleb Brett USA, Inc., a Louisiana corporation (“Buyer”), and solely for purposes of Sections 10.2 and 10.4 and Article XI, PerkinElmer, Inc., a Massachusetts corporation and the indirect parent corporation of Seller (“PKI”). Seller and Buyer (and for purposes of Article XI only, PKI) are sometimes referred to herein individually as a “Party” and together as the “Parties.”

MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • January 17th, 2020 • Delaware

This Master Purchase and Sale Agreement (this “Agreement”), by and between [Name of Counterparty], with its principal place of business at [ADDRESS] (referred to as “[Counterparty]”) and Koch Pulp & Paper Trading, LLC, having its principal place of business at 4111 E. 37th Street North, Wichita, KS 67220 (referred to as “KPPT”), is effective as of [DATE] (the “Effective Date”). [Counterparty] and KPPT are each referred to as a “Party” hereunder and collectively as the “Parties”.

Contract
Master Purchase and Sale Agreement • November 29th, 2013 • OnTarget360 Group, Inc. • Services-management consulting services • Texas

THIS MASTER PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is made and entered into as of November 22, 2013 (“ Effective Date ”), by and between ONTARGET360 GROUP, INC., a Delaware corporation doing business as AMERICAN HOUSING REIT (“Buyer” ) and AMERICAN REAL ESTATE INVESTMENTS, LLC. , a Missouri limited liability company, (“Seller” ).

MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • November 13th, 2014 • Cole Credit Property Trust V, Inc. • Real estate investment trusts

This Master Purchase and Sale Agreement (this “Agreement”) is entered into effective as of September 29, 2014 (the “Effective Date”) by the entities listed on the signature page attached to this Agreement, each as a seller (collectively, the “Seller”), and ARCP ACQUISITIONS, LLC, a Delaware limited liability company, as Buyer (“Buyer”).

MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN PERKINELMER, INC. and EATON CORPORATION October 6, 2005
Master Purchase and Sale Agreement • October 7th, 2005 • Perkinelmer Inc • Laboratory analytical instruments • New York

This MASTER PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of October 6, 2005 by and between PerkinElmer, Inc., a Massachusetts corporation (“PKI”), and Eaton Corporation, an Ohio corporation (“Buyer”). PKI and Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties.”

MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN GSI Group Inc., GSI Group Corporation, GSI Group Corporation, Korea Branch, GSI Group Corporation, Taiwan branch, GSI Group Japan Corporation, GSI Group GmbH and Electro Scientific Industries, Inc....
Master Purchase and Sale Agreement • May 9th, 2013 • Gsi Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware

This MASTER PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of April 9, 2013 by and between GSI Group Inc., a New Brunswick, Canada corporation, with business offices at 125 Middlesex Turnpike, Bedford, MA 01730 (“GSI”), GSI Group Corporation, a Michigan corporation (“GSI Michigan”), GSI Group Corporation, Korea Branch (“GSI Korea”), GSI Group Corporation, Taiwan branch (“GSI Taiwan”), GSI Group Japan Corporation (“GSI Japan”), GSI Group GmbH (“GSI Germany” and, together with GSI, GSI Michigan, GSI Korea, GSI Taiwan and GSI Japan, “Sellers”), and Electro Scientific Industries, Inc., an Oregon corporation (“Buyer”). Sellers and Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties.”

MASTER PURCHASE AND SALE AGREEMENT BY AND AMONG BROOKS AUTOMATION, INC. CELESTICA OREGON LLC, 2281302 ONTARIO INC., and, only for the limited purposes set forth herein, CELESTICA INC. April 20, 2011
Master Purchase and Sale Agreement • April 26th, 2011 • Brooks Automation Inc • Special industry machinery, nec • New York

This MASTER PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of April 20, 2011 by and among Brooks Automation, Inc., a Delaware corporation (“Brooks”), Celestica Oregon LLC, a Delaware limited liability company (“Celestica Oregon”), 2281302 Ontario Inc., an Ontario corporation (“Celestica Ontario” and together with Celestica Oregon, the “Buyers”) and, for the limited purposes set forth herein and on the signature page hereto, Celestica Inc., an Ontario corporation (“Parent”). Brooks, Celestica Oregon and Celestica Ontario are sometimes referred to herein individually as a “Party” and together as the “Parties.”

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THIRD AMENDMENT (MASTER PURCHASE AND SALE AGREEMENT)
(Master Purchase and Sale Agreement • May 4th, 2023 • Carvana Co. • Retail-auto dealers & gasoline stations • New York

THIRD AMENDMENT, dated as of March 24, 2023 (this “Amendment”) to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, as amended by the First Amendment, dated as of January 13, 2023 and as amended by the Second Amendment, dated as of January 20, 2023 (as further amended, supplemented, restated or otherwise modified to the date hereof, the “Master Purchase and Sale Agreement”), among CARVANA AUTO RECEIVABLES 2016-1 LLC, a Delaware limited liability company, as Transferor (the “Transferor”), ALLY BANK, a Utah chartered bank, as a Purchaser (in such capacity, a “Purchaser”), and ALLY FINANCIAL INC., a Delaware corporation, as a Purchaser (in such capacity, a “Purchaser” and, together with Ally Bank, the “Purchasers”).

MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
FOURTH AMENDMENT (MASTER PURCHASE AND SALE AGREEMENT)
(Master Purchase and Sale Agreement • May 4th, 2023 • Carvana Co. • Retail-auto dealers & gasoline stations • New York

FOURTH AMENDMENT, dated as of April 17, 2023 (this “Amendment”) to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, as amended by the First Amendment, dated as of January 13, 2023, as amended by the Second Amendment, dated as of January 20, 2023 and as amended by the Third Amendment, dated as of March 24, 2023 (as further amended, supplemented, restated or otherwise modified to the date hereof, the “Master Purchase and Sale Agreement”), among CARVANA AUTO RECEIVABLES 2016-1 LLC, a Delaware limited liability company, as Transferor (the “Transferor”), ALLY BANK, a Utah chartered bank, as a Purchaser (in such capacity, a “Purchaser”), and ALLY FINANCIAL INC., a Delaware corporation, as a Purchaser (in such capacity, a “Purchaser” and, together with Ally Bank, the “Purchasers”).

MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • December 31st, 2012 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals

This Master Purchase and Sale Agreement (the "Agreement") is made effective as of November 19 2012, by and between CDII Minerals, Inc., a Florida corporation (“Buyer”), incorporated in the state of Florida, and Claro Trade Finance, LLC (“Seller”).

MASTER PURCHASE AND SALE AGREEMENT
Master Purchase and Sale Agreement • February 8th, 2022
FIFTH AMENDMENT (MASTER PURCHASE AND SALE AGREEMENT)
Master Purchase and Sale Agreement • January 16th, 2024 • Carvana Co. • Retail-auto dealers & gasoline stations • New York

FIFTH AMENDMENT, dated as of January 11, 2024 (this “Amendment”) to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, as amended by the First Amendment, dated as of January 13, 2023, as amended by the Second Amendment, dated as of January 20, 2023, as amended by the Third Amendment, dated as of March 24, 2023 and as amended by the Fourth Amendment, dated as of April 17, 2023 (as further amended, supplemented, restated or otherwise modified to the date hereof, the “Master Purchase and Sale Agreement”), among CARVANA AUTO RECEIVABLES 2016-1 LLC, a Delaware limited liability company, as Transferor (the “Transferor”), ALLY BANK, a Utah chartered bank, as a Purchaser (in such capacity, a “Purchaser”), and ALLY FINANCIAL INC., a Delaware corporation, as a Purchaser (in such capacity, a “Purchaser” and, together with Ally Bank, the “Purchasers”).

MASTER PURCHASE AND SALE AGREEMENT BY AND BETWEEN PERKINELMER, INC. and IDS ACQUISITION CORP. August 31, 2010
Master Purchase and Sale Agreement • September 3rd, 2010 • Perkinelmer Inc • Laboratory analytical instruments • Delaware

This MASTER PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of August 31, 2010 by and between PerkinElmer, Inc., a Massachusetts corporation (“PKI”), and IDS Acquisition Corp., a Delaware corporation (“Buyer”). PKI and Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties.”

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