Purchase Closing Sample Clauses
The "Purchase; Closing" clause defines the process and terms under which the sale and transfer of an asset, property, or business will be completed. It typically outlines the obligations of both buyer and seller leading up to the closing date, such as payment of the purchase price, delivery of necessary documents, and satisfaction of any conditions precedent. This clause ensures that both parties understand the steps required to finalize the transaction and provides a clear framework for the completion of the sale, thereby reducing the risk of misunderstandings or disputes at the closing stage.
Purchase Closing. On the Purchase Date, (a) the Purchasing Creditors and the Senior Lien Agent will execute and deliver the assignment agreement referenced in Section 8.1 hereof, (b) the Purchasing Creditors will pay the Purchase Price to the Senior Lien Agent by wire transfer of immediately available funds, and (c) each of the Purchasing Creditors will execute and deliver to the Senior Lien Agent a waiver and release of all claims arising out of this Agreement, the relationship between the Senior Lien Secured Parties and the Junior Lien Secured Parties in connection with the Senior Lien Documents and the Junior Lien Documents, and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Article 8.
Purchase Closing. On the Purchase Date, (a) the Purchasing Creditors will execute and deliver the Assignment, (b) the Purchasing Creditors will pay the Purchase Price to First Lien Agent by wire transfer of immediately available funds, (c) the Purchasing Creditors will deposit with First Lien Agent or its designee by wire transfer of immediately available funds, 105% of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees that will accrue thereon through the stated maturity of the Letters of Credit (assuming no drawings thereon before stated maturity), and (d) each of the Purchasing Creditors will execute and deliver to the First Lien Agent a waiver and release of, and covenant not to s▇▇ in respect of, all claims arising out of this Agreement, the relationship between the First Lien Creditors and the Second Lien Creditors in connection with First Lien Documents and the Second Lien Documents, and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 5.
Purchase Closing. On the Purchase Date:
(a) the Purchasing Creditors and the First Lien Agents will execute and deliver the Assignment Agreements,
(b) the Purchasing Creditors will pay the Purchase Price to the First Lien Agents by wire transfer of immediately available funds, and
(c) Second Lien Agent will execute and deliver to the First Lien Agents a waiver of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this section 5.
Purchase Closing. Purchase 1 1.2 Closing 1
Purchase Closing. 1.1 Purchase 1 1.2 Closing 1 1.3 Interpretation 4
Purchase Closing. (a) On the terms and subject to the conditions set forth herein, the Investor hereby agrees, to purchase from the Company, and the Company hereby agrees to sell to the Investor, a number of shares of Convertible Preferred Stock equal to the dollar amount set forth opposite the Investor’s name on Schedule 1 divided by the Preferred Purchase Price per share (the “Preferred Shares”).
Purchase Closing. The completion of any transaction of purchase and sale contemplated pursuant to Section 6 (a “Repurchase/Put Transaction”) will take place on the Repurchase/Put Closing Date subject to and in accordance with this Section 6(c). “Repurchase/Put Closing Date” means (i) the later of (A) 45 calendar days after the delivery of the applicable Put Notice and (B) 20 calendar days after the purchase price for the applicable Shares is finally determined by the Company in accordance with this Agreement and the Plan, or (ii) such earlier or later date as the parties to the Repurchase/Put Transaction agree in writing; provided, however, that if all filings, notices and authorizations necessary to complete the Repurchase/Put Transaction have not been made, given or obtained by such date, then the Repurchase/Put Closing Date may be extended by the Company for up to 45 calendar days in order to make, give or obtain such necessary filings, notices and authorizations. Notwithstanding anything else contained herein, the acceptance of the aggregate purchase price for such shares subject to a Put Right pursuant to this Section 6(c) shall be deemed a representation and warranty by the Participant that: (1) the Participant has full right, title and interest in and to such shares; (2) the Participant has all necessary power and authority and has taken all necessary action to sell such shares as contemplated; (3) such shares are free and clear of any and all liens or encumbrances; and (4) there is no adverse claim with respect to such shares.
Purchase Closing. On the Purchase Date,
(a) Purchasing Creditors, First Lien Nexstar Agent, First Lien Mission Agent, First Lien Nexstar Lenders and First Lien Mission Lenders will execute and deliver the respective Assignment and Assumption,
(b) Purchasing Creditors will pay the Purchase Price allocable to the First Lien Nexstar Obligations to First Lien Nexstar Agent and the Purchase Price allocable to the First Lien Mission Obligations to First Lien Mission Agent by wire transfer of immediately available funds,
(c) Purchasing Creditors will deposit with (i) First Lien Nexstar Agent or its designee by wire transfer of immediately available funds, the sum of (A) 105% of the aggregate undrawn amount of all then outstanding Nexstar Letters of Credit and (B) the aggregate facing and similar fees that will accrue thereon through the stated maturity of the Nexstar Letters of Credit (assuming no drawings thereon before stated maturity), and (ii) First Lien Mission Agent or its designee by wire transfer of immediately available funds, the sum of (A) 105% of the aggregate undrawn amount of all then outstanding Mission Letters of Credit and (B) the aggregate facing and similar fees that will accrue thereon through the stated maturity of the Mission Letters of Credit (assuming no drawings thereon before stated maturity), and
(d) Second Lien Agent will execute and deliver to First Lien Nexstar Agent and First Lien Mission Agent a waiver of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 5.
Purchase Closing. Unless this Agreement being terminated pursuant to Article VIII before the Purchase Closing Date, subject to the terms and conditions set forth in this Agreement, the sale and purchase of the Shares shall be accomplished within three (3) business days after the Purchase Closing Date. On the Purchase Closing Date, the Seller shall deliver/accomplish or cause to be delivered/accomplished the following items:
(1) all previously undelivered documents and the Ancillary Documents required under Article VII hereto;
(2) in respect of Company, the business license, common seal (if exists), registered certificates of share or share certificate book (including the registered certificates of those un-issued share) and all minute books and other statutory books or equivalent items which shall be kept by relevant shareholders, in accordance with the Law of the jurisdiction where Company is registered ; and
(3) any other procedures which are necessary for the legal transfer of the Share to the Buyer on the Purchase Closing Date.