Local Purchase Agreement definition

Local Purchase Agreement means the several forms and agreements and the Schedules and Exhibits thereto to be entered into by those FH Share Sellers identified on Section 3.1(a) of the Seller’s Disclosure Letter of the Seller’s Disclosure Letter, on the one hand, and Buyer, on the other hand, providing for the sale, conveyance, assignment, assumption, transfer, delivery and, as applicable, the license, sublicense, lease or sublease, of certain FH Shares, the Acquired FH Assets and Assumed Liabilities in the jurisdictions set forth in Section A(12) of the Seller’s Disclosure Letter, substantially in the forms attached as Exhibit C.
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Local Purchase Agreement means any agreement or instrument of conveyance or assumption (other than any Ancillary Agreement), in each case, in a form reasonably agreed between the Parties and their respective counsel, entered into or delivered in connection with the transfer or assumption, as applicable, of the Transferred Assets, the Purchased Equity Interests or the Assumed Liabilities, in any jurisdiction where such an agreement or instrument of conveyance or assumption is required by applicable Law.
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Local Purchase Agreement means the several Local Purchase Agreements and the Schedules and Exhibits thereto to be entered into by those Sellers set forth in Section A(15)(a) of the Seller’s Disclosure Schedule, on the one hand, and Buyer, on the other hand, providing for the sale, conveyance, assignment, assumption, transfer, delivery and, as applicable, the license, sublicense, lease or sublease, of certain DPC Shares, Minority Investment Interests, Transferred DPC Joint Venture Interests and Assumed Liabilities in the jurisdictions set forth in Section A(15)(b) of the Seller’s Disclosure Schedule, substantially in the forms attached as Exhibit H.
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Examples of Local Purchase Agreement in a sentence

  • The Seller (and in the case of any Local Purchase Agreement, the relevant Seller Affiliate) is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or the operation of the Transferred Assets or the conduct of the Business requires such qualification.

  • Notwithstanding anything to the contrary herein, in any Local Purchase Agreement or in the Mexican Business Lease, any consideration paid by Buyer or any of its Affiliates to DuPont or any of its Affiliates pursuant to any Local Purchase Agreement or the Mexican Business Lease shall be deemed for all purposes to comprise part of, and not be in addition to, the Purchase Price payable hereunder.

  • The parties hereto waive compliance with the provisions of all bulk sales laws including, without limitation, the bulk transfer provisions of the Uniform Commercial Code (or equivalent thereof, if applicable) of any country, state or territory or any similar statute, if and to the extent applicable to the transactions contemplated by this Agreement or a Local Purchase Agreement.

  • The parties agree that Checkpoint shall be entitled to assert and enforce all rights that any Buyer Local Entity may have under any applicable Local Purchase Agreement and the actions of Checkpoint shall bind such Buyer Local Entity.

  • The Seller (and in the case of any Local Purchase Agreement, the relevant Seller Affiliate) is a legal entity duly organized, validly existing and (to the extent such concept is applicable in such jurisdiction) is in good standing under the laws of its respective jurisdiction of organization and has all requisite power and authority to own, lease and operate its assets (including any Transferred Assets) and to carry on the Business as currently conducted.

  • Purchasers shall assume and be responsible for no debts, obligations, or liabilities (whether liquidated, un-liquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or otherwise) of the Owners, past, present, or future, of any sort whatsoever, other than the Assumed Obligations, or as otherwise specifically set forth in this Agreement or in a Local Purchase Agreement.

  • Unless required by the Law of the applicable jurisdiction and as set forth in the Local Purchase Agreement for such jurisdiction, the Party responsible under applicable Law for filing the Tax Returns with respect to such Transfer Taxes shall prepare and timely file such Tax Returns and promptly provide a copy of such Tax Return to the other Party.

  • Any claims by a Seller Local Entity or Buyer Local Entity for breaches of representations and warranties arising from a particular Local Purchase Agreement shall be governed by and addressed in accordance with the provisions set forth in Section 1.06 and Article IV below.

  • Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Buyer shall, or shall cause the applicable PMD Asset Buyer or PMD Share Buyer to, assume the Assumed Liabilities (other than Assumed Liabilities that are Liabilities solely of the Transferred PMD Companies) pursuant to an instrument of assumption in the form attached as Exhibit A hereto or the applicable Local Purchase Agreement, as the case may be.

  • Buyer and the Buyer Subs shall have performed and complied with all agreements, obligations, covenants (other than Section 5.36) and conditions required by this Agreement, or any Local Purchase Agreement or Related Agreement, to be performed or complied with by Buyer or any Buyer Sub on or prior to the Closing, except for such failures which in the aggregate are not reasonably likely to be adverse in any material respect to the Sale.


More Definitions of Local Purchase Agreement

Local Purchase Agreement means the several Local Purchase Agreements and the Schedules and Exhibits thereto to be entered into by those Sellers set forth on Schedule B and Schedule C, on the one hand, and Buyer or its Affiliates set forth on Schedule B and Schedule C, on the other hand, providing for the sale, conveyance, assignment, assumption, transfer, delivery and, as applicable, the license, sublicense, lease or sublease, of the Acquired PMD Assets, PMD Shares and Assumed Liabilities in the jurisdictions set forth on Schedule B and Schedule C, substantially in the forms attached as Exhibit C; provided, that, to the extent Schedule B or Schedule C is amended in accordance with this Agreement, Exhibit C shall be deemed to be amended as well.
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Local Purchase Agreement means the several Local Purchase Agreements and the Schedules and Exhibits thereto to be entered into by those Sellers set forth in Section
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Local Purchase Agreement means the several Local Purchase Agreements and the Schedules and Exhibits thereto to be entered into by those Sellers set forth in Exhibit D and Exhibit E, on the one hand, and Buyer or a Wholly Owned Subsidiary of Buyer set forth in Exhibit D and Exhibit E, on the other hand, providing for the sale, conveyance, assignment, assumption, transfer, delivery and, as applicable, the license, sublicense, lease or sublease, of the Acquired Diversey Assets, Diversey Shares and Assumed Liabilities in the jurisdictions set forth in Section 2.3(b) of the Seller’s Disclosure Schedule, substantially in the forms attached as Exhibit F; provided that, to the extent Exhibit D or Exhibit E is amended in accordance with this Agreement, Exhibit F shall be deemed to be correspondingly amended to reflect the substance of such amendments.
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Related to Local Purchase Agreement

  • Initial Purchase Agreement means the Purchase Agreement (including the related Blanket Endorsement, Initial Xxxx of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by VL Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

  • Original Purchase Agreement has the meaning set forth in the recitals to this Agreement.

  • Additional Purchase Agreement means each Additional Purchase Agreement (including the related Additional Xxxx of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Rental-purchase agreement means an agreement for the use of personal property by a lessee primarily for personal, family, or household purposes, for an initial period of 4 months or less that is automatically renewable with each payment after the initial period and that permits the lessee to become the owner of the property. Rental-purchase agreements shall not include any of the following:

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.

  • Bond Purchase Agreement means a Bond Purchase Agreement, dated as of the sale of the Series 2019 Bonds, entered into by and between KUB and the Underwriter, in substantially the form of the document attached hereto as Exhibit A, subject to such changes as permitted by Section 9 hereof, as approved by the President and Chief Executive Officer of KUB, consistent with the terms of this resolution;

  • Loan Purchase Agreement The Loan Purchase Agreement described in the Recitals to this Agreement, which Loan Purchase Agreement incorporates the terms of the Aurora Loan Services Seller Guide, as the same may be amended from time to time.

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • Purchase Agreement shall have the meaning set forth in the preamble.

  • Aircraft Purchase Agreement Has the meaning specified in the NPA.

  • Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Master Purchase Agreement means the master purchase agreement between the Holder and the Corporation dated as of January 30, 2023;

  • Mortgage Loan Purchase Agreement The agreement between the Seller and the Depositor, regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, substantially in the form of Exhibit D annexed hereto.

  • Lease-purchase agreement means an agreement for the use of personal property by an individual for personal, family or household purposes, for an initial period of four months or less, that is automatically renewable with each payment after the ini- tial period, but does not obligate or require the consumer to continue leasing or using the property beyond the initial period, and that permits the consumer to become the owner of the property.

  • Advance Purchase Agreements means (a) an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services and payment in the normal course of business with credit periods which are normal for the relevant type of project contracts, or (b) any other trade credit incurred in the ordinary course of business.

  • Purchase Agreements has the meaning set forth in the Recitals.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Equity Purchase Agreement has the meaning set forth in the recitals.