Entity Purchase Clause Samples

The Entity Purchase clause defines the terms and conditions under which one party acquires ownership of a business entity from another party. It typically outlines the structure of the transaction, such as whether the purchase involves shares, membership interests, or other ownership units, and specifies the purchase price, payment method, and any conditions precedent to closing. This clause ensures that both parties clearly understand the scope of the transaction and the obligations involved, thereby reducing the risk of disputes and facilitating a smooth transfer of ownership.
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Entity Purchase. If HOLDER is a partnership, corporation or trust, the person executing this Offshore Securities Subscription Agreement on its behalf represents and warrants that: (i) He or she has made due inquiry to determine the truthfulness of the representation and warranties made pursuant to this Offshore Securities Subscription agreement. (ii) He or she is duly authorized (if the undersigned is a trust, by the trust agreement) to make this investment and to enter into and execute this Offshore Securities Subscription Agreement on behalf of such entity.
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Entity Purchase. Purchaser acknowledges that, pursuant to Section 12(n) of the Contract, Seller has selected the Entity Purchase Alternative. Accordingly, Purchaser and Seller hereby confirm and ratify their respective obligations to negotiate in good faith the terms of (and enter into) a mutually agreeable Acquisition Agreement in accordance with and subject to the terms of said Section 12(n), provided, however, that the Acquisition Agreement shall include an obligation of Office Depot, Inc. to provide Purchaser with a purchase money loan upon substantially the same terms and conditions as the Purchase Money Loan described herein to be evidenced by the PM Loan Documents (once approved by the parties) with only such changes as may be necessary or advisable to conform such instruments to the changed circumstances.
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Entity Purchase. Notwithstanding any provision in this Agreement to the contrary, in lieu of selling the fee interest in the Property to Purchaser (“Fee Purchase Alternative”), Seller shall have the right, at Seller’s sole and absolute discretion, to elect to sell to Purchaser all of the ownership interest of the members of Seller (the “Ownership Interest”), whereupon, at Closing, Purchaser shall acquire all of the Ownership Interest instead of the fee interest in the Property (the “Entity Purchase Alternative”). In the event that Seller desires to select the Entity Purchase Alternative, Seller shall, at least five (5) days prior to the expiration of the Inspection Period, deliver written notice of Seller’s exercise of the Entity Purchase Alternative. The Entity Purchase Alternative shall be consummated under substantially the same terms and conditions set forth in this Contract, including but not limited to the same Purchase Price, Inspection Period, Closing Date, representations, warranties and covenants as specified herein. At or before Closing, Seller and Purchaser agree to negotiate in good faith the terms of (and enter into) a mutually agreeable acquisition agreement pursuant to which Purchaser or Purchaser’s Nominee shall acquire all of the Ownership Interest (the “Acquisition Agreement”), failing which, the parties shall consummate the Closing as a Fee Purchase Alternative in accordance with the terms and conditions of this Contract. The Acquisition Agreement shall include the following: (i) the seller’s representations and warranties shall be as set forth in Schedule 8(n) attached hereto (the “Entity Purchase Representations”), which shall survive for a period of one (1) year from the Closing Date, (ii) Office Depot, Inc. shall provide appropriate indemnities to Purchaser and Purchaser’s Nominee for breach of the Entity Purchase Representations and to protect Purchaser and Purchaser’s Nominee from any liabilities existing prior to the Closing that Purchaser and/or Purchaser’s Nominee would not otherwise have assumed upon closing the Fee Purchase Alternative in accordance with the terms of this Contract, (iii) Purchaser and Purchaser’s Nominee shall provide appropriate indemnities to Office Depot, Inc. for any liabilities arising from and after Closing that are otherwise not the responsibility of Office Depot, Inc., and (iv) in the event that Purchaser is obtaining a new owner’s title insurance policy or otherwise updating or endorsing any existing owner’s title in...
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Entity Purchase. This transaction is an entity purchase of VAV. Seller is making and Purchaser is relying upon warranties and representations of Seller regarding the entity.
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Related to Entity Purchase

  • Security Purchases Upon receipt of Proper Instructions, the Custodian shall pay for and receive securities purchased for the account of the Fund, provided that payment shall be made by Custodian only upon receipt of the securities: (a) by the Custodian; (b) by a clearing corporation of a national securities exchange of which the Custodian is a member; or (c) by a Securities System. Notwithstanding the foregoing, upon receipt of Proper Instructions: (i) in the case of a repurchase agreement, the Custodian may release funds to a Securities System prior to the receipt of advice from the Securities System that the securities underlying such repurchase agreement have been transferred by book-entry into the Account (as hereinafter defined) maintained with such Securities System by the Custodian, provided that the Custodian's instructions to the Securities System require that the Securities System may make payment of such funds to the other party to the repurchase agreement only upon transfer by book-entry of the securities underlying the repurchase agreement into the Account; (ii) in the case of time deposits, call account deposits, currency deposits and other deposits, foreign exchange transactions, futures contracts or options, pursuant to Sections 2.09, 2.10, 2.12 and 2.13 hereof, the Custodian may make payment therefor before receipt of an advice or transaction; and (iii) in the case of the purchase of securities, the settlement of which occurs outside of the United States of America, the Custodian may make payment therefor and receive delivery of such securities in accordance with local custom and practice generally accepted by Institutional Clients (as hereinafter defined) in the country in which the settlement occurs, but in all events subject to the standard of care set forth in Article V hereof. For purposes of this Agreement, an "Institutional Client" shall mean a major commercial bank, corporation, insurance company, or substantially similar institution, which, as a substantial part of its business operations, purchases or sells securities and makes use of custodial services.

  • Permit Transfer/Sale Release and Waiver of All Claims against Sector Manager; Indemnification and Hold Harmless.

  • Additional Acquiring Funds In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing, and if the Acquired Fund agrees in writing, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.

  • Acceptance; Purchase Buyer shall accept the goods and pay sum of: $88,170.00 for the goods in accordance with the terms of this Agreement.

  • Asset Transfer As consideration for the indemnity reinsurance of the General Account Liabilities by Reinsurer hereunder, Cedent hereby agrees to transfer to Reinsurer in accordance with the terms of the Acquisition Agreement (i) investment assets having a statutory statement carrying value on the books of Cedent equal to (a) the General Account Liabilities as of the close of business on the last day of the month preceding the month in which the Effective Date falls plus (b) the amount of the participating surplus with respect to the Coinsured Contracts as of such date less (c) the amount of any contract loans under the Coinsured Contracts as of such date and less (d) the amount of the General Account Other Insurance Assets as of such date and (ii) the General Account Other Insurance Assets as of the close of business on the last day of the month preceding the month in which the Effective Date falls. As additional consideration for the assumption of the General Account Liabilities by Reinsurer, Reinsurer shall be entitled to 100% of all premiums, deposits and other considerations to the extent received on or after the Effective Date by Cedent or Reinsurer with respect to the general account portion of the Coinsured Contracts net of reinsurance premiums and all other amounts payable on or after the Effective Date with respect to the Outward Reinsurance. Cedent shall promptly remit to Reinsurer (but in no event later than 72 hours following the receipt of any such premiums, deposits and other considerations) any such amounts received by it in respect of any of the Coinsured Contracts and hereby assigns to Reinsurer all of its rights to such premiums, deposits and other considerations payable to Cedent.