Example ContractsClausesAsset Purchase Agreement
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Asset Purchase Agreement. This Bill of Sale is being executed and delivered pursuant to Section 2.09(a)(i) of the Asset Purchase Agreement and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing contained herein shall supersede, amend, alter or modify (nor shall it be deemed or construed to supersede, amend, alter or modify) any of the terms or conditions of the Asset Purchase Agreement in any manner whatsoever. In the event of any conflict between the provisions of this Bill of Sale and the provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control and prevail.

Terms of Asset Purchase Agreement Control. Nothing contained in this Agreement shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge, or in any way affect the provisions of the Asset Purchase Agreement, including the warranties, covenants, agreements, conditions and representations contained in the Asset Purchase Agreement and, in general, any of the rights and remedies, and any of the obligations and indemnifications, of Assignor or Assignee set forth in the Asset Purchase Agreement.

Purchase of Asset Interest. Subject to the terms and conditions hereof, the Administrative Agent on behalf of the Funding Agents (on behalf of their related Conduit Investors and/or the Related Alternate Investors as applicable) hereby purchases and accepts from the SPV an undivided percentage ownership interest in the Receivables and all other Affected Assets sold, assigned and transferred pursuant to [subsection (a)]. The Funding Agents’ right, title and interest in and to the Receivables and all other Affected Assets hereunder is herein called the “Asset Interest”. The Funding Agents shall hold the Asset Interest on behalf of their related Conduit Investors and Related Alternate Investors in accordance with the related Investor Interest, from time to time. To the extent a [[Organization B:Organization]] holds the Asset Interest on behalf of the Related Alternate Investors, such [[Organization B:Organization]] shall hold the Alternate Investor Percentage of the Asset Interest on behalf of such Alternate Investors pro rata in accordance with their respective outstanding portions of the Net Investment funded by them.

Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents entered into in connection herewith and therewith.

Purchase Date Purchase Price Debt Yield” shall mean as of any date of determination, with respect to any Purchased Asset the Purchase Price Debt Yield of each Purchased Asset as of the Purchase Date of each such Purchased Asset and each anniversary of the Purchase Date, as set forth in each related Confirmation.

Non Wound Care Business” shall have the meaning set forth in the Asset Purchase Agreement.

This instrument is executed and delivered to pursuant to the terms of the Asset Purchase Agreement. Nothing herein is intended to alter, amend, change or in any manner supersede the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein shall have the meaning attributed thereto in the Asset Purchase Agreement.

There are no warranties, express or implied, except as expressly set forth in the Asset Purchase Agreement.

Purchase Agreement” shall mean any purchase agreement between Seller and any Transferor pursuant to which Seller purchased or acquired an Asset that is subsequently sold to Administrative Agent, on behalf of Buyers, hereunder.

Receivables Purchase Agreement dated 22 March 2017 between Meritor HVS AB and Viking Asset Purchaser No.7 IC

The Asset Purchase Agreement will only be of force and effect once the Conditions Precedent have been satisfied.

Transferor” shall mean the seller of an Asset under a Purchase Agreement that is not an Affiliate of Seller.

Purchase. The purchase and sale of the Shares under this Agreement shall occur at the time of execution of this Agreement by the parties or on such other date as Company and Investor shall agree (the "Purchase Date").

All notices, requests, claims, demands and other communications hereunder shall be made in accordance with [Section 7.1] of the Asset Purchase Agreement.

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