Purchase and Resale Sample Clauses
The Purchase and Resale clause defines the terms under which a buyer acquires goods or products from a seller with the intention of reselling them. It typically outlines the rights and obligations of both parties regarding pricing, delivery, and any restrictions on how or where the goods may be resold. For example, it may specify that the buyer cannot sell the products in certain territories or must adhere to minimum advertised pricing. The core function of this clause is to establish clear guidelines for the resale process, thereby preventing disputes and protecting the interests of both the original seller and the reseller.
Purchase and Resale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Initial Purchaser’s name in Schedule II hereto.
(b) It is understood that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Disclosure Package. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”);
(ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and
(iii) neither it nor any person engaged by it has solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except:
(A) to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or
(B) in accordance with the restrictions set forth in Schedule V hereto.
(c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 5(b) and 5(c), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Schedule V hereto), and each Initial Purchaser hereby consents to such reliance.
(d) The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or throu...
Purchase and Resale. RTI shall retain any and all amounts it receives in connection with the marketing, sale and distribution of Products it purchases from the Company and resells as contemplated by Section 2.2(b), and the Company shall not be entitled to any payment in connection therewith other than the purchase price paid by RTI pursuant to Section 2.2(b).
Purchase and Resale. The Issuer, the Guarantor or any of their respective Subsidiaries may at any time purchase any of the Notes at any price, in negotiated transactions not available to all holders of the Notes, or otherwise, provided that the Issuer must give the Trustee notice of any such purchase in accordance with this Indenture. All Notes so redeemed or purchased may not be reissued or resold except (i) to an Affiliate of the Guarantor which must agree not to resell such Notes otherwise than as permitted by this provision or (ii) following the earlier of the consummation of the Exchange Offer and two years following the issuance of the Initial Notes.
Purchase and Resale. 1.1 MPS hereby agrees to sell to UPPERTECH, and UPPERTECH agrees to purchase and resell in the Territory set forth below, all products offered for sale by MPS (hereinafter referred to as “Products”).
1.2 UPPERTECH shall devote its sales effort to develop a market for the Products within the borders of Greater China area (consisting of China, Taiwan and Hong Kong, hereinafter referred to as “Territory”). MPS reserves the right to market and sell the Products in the Territory.
1.3 MPS agrees to sell and UPPERTECH agrees to purchase the Products for resale, according to the terms of this Agreement and MPS’s the current Standard Terms and Conditions of Sale, at the prices set forth in MPS’s then-current Standard OEM Company Price List (hereinafter referred to as “Price List”) as such Price List may be modified from time to time.
Purchase and Resale. From time to time, IHI will be entitled to purchase PDI systems from PDI for resale to [ * ] solely in fulfillment of [ * ] Purchase Orders. “[ * ] Purchase Order” means any purchase order for PDI systems that is issued to IHI by [ * ] on or before March 31, 2005 for delivery in Japan, and which is approved by PDI. Except to the extent expressly set forth to the contrary in this Agreement, the purchase of PDI systems from PDI by IHI will be subject to PDI’s then-current standard terms and conditions of sale. Under no circumstances will IHI purport to create any binding obligations on behalf of PDI to [ * ] or any other third party.
Purchase and Resale. 1.1 During the term of this Agreement, Connected Systems agrees to sell to Buyer and Buyer agrees to purchase from Connected Systems Product and options as stated in Exhibit D. Product pricing is shown in Exhibit A and shall be based on Buyer's estimated purchase quantities based on the Buyer's best efforts sales activity. Exhibit A shall be replaced by updated price lists or product descriptions as agreed by Buyer and Connected Systems during the term of this Agreement. Successor products which replace or supersede products named in Exhibit A shall be incorporated herein upon notice by Connected Systems of their availability. Buyer shall issue a non-cancelable initial purchase order of 500 units for Product, to be delivered in minimum quantities of 250 units each during the first two quarters of the first Contract Year. The initial Purchase Order shall be issued upon signing of the Agreement. Buyer shall issue a second purchase order for 1000 units upon signing of the Agreement. The delivery dates for this order shall be established within six months of signing of the Agreement. Connected Systems and Buyer agree that the both purchase orders are dependent upon satisfactory technical performance and the product successfully passing Buyer's evaluation that hardware and software meet the specification in Exhibit A. Both parties also agree that Buyer's obligations under the second purchase order is subject to acceptable product performance and competitive product pricing and features.
1.2 Connected Systems grants to Buyer the non-exclusive right to resell, lease, distribute and otherwise dispose of Products purchased hereunder in any country throughout the world either directly to end users or indirectly through third parties, including resellers, distributors, prime contractors and/or joint venture companies.
1.3 Connected Systems further grants to Buyer a non-exclusive, paid-up, worldwide license to modify, translate, reproduce, and distribute copies of Connected Systems' user documentation, service and maintenance manuals, training materials, and promotional and advertising materials for the Products in connection with the use, marketing, distribution and support of the Products by Buyer and its end users, resellers and authorized service representatives. Seller agrees to update documentation on an as needed basis.
Purchase and Resale. Subject to any required federal and state regulatory approvals and the provisions of this Subordinated Note, the Company shall have the right to purchase any of the Subordinated Notes at any time in the open market, private transactions or otherwise. If the Company purchases any Subordinated Notes, it may, in its discretion, hold, resell or cancel any of the purchased Subordinated Notes, with the understanding that Subordinated Notes held by the Company will not qualify as Tier 2 Capital.
Purchase and Resale. RTI may purchase Products from the Company at such prices and upon such terms and conditions as the parties may agree from time to time. The Company agrees to sell Products to RTI in accordance with such terms and conditions, upon receipt from RTI of purchase orders containing such information as may be commercially necessary in connection therewith. The prices and other terms and conditions upon which such Products may be resold by RTI in the Territory shall be within RTI's sole and absolute discretion.
Purchase and Resale