Memorandum of Purchase Agreement Sample Clauses

Memorandum of Purchase Agreement. Upon Buyer’s request, Seller shall promptly execute and deliver (including any notary acknowledgments and witnesses, as applicable) a Memorandum of Purchase Agreement in such form as reasonably requested by Buyer (the “Memorandum”). The Memorandum shall be in recordable form and shall contain, without limitation, (i) the names of the parties to this Agreement; (ii) a reference to this Agreement and the Effective Date; and (iii) a description of the Property. Buyer shall be authorized to execute the Memorandum and record the Memorandum in the public records where the Property is located. Buyer(s) Initials: /s/ AM Seller(s) Initials:/s/ BK

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Memorandum of Purchase Agreement. The Memorandum of Purchase Agreement (as defined below) and the Release of Memorandum of Purchase Agreement (as defined below).

Memorandum of Purchase Agreement. Purchaser and Seller shall sign, upon execution hereof, the Memorandum of Purchase Agreement in the form attached hereto as Exhibit F, to be held by Title Company pursuant to the provisions hereof, which shall at Purchaser’s request to Title Company, and at Purchaser’s expense be recorded by Title Company at the Office of the County Recorder or Registrar of Titles, as applicable, in Hennepin County, Minnesota. Such Memorandum of Purchase Agreement may only be recorded after the date which is the later of (a) the date forty-five (45) days after the date hereof, or (b) the date Purchaser delivers to Title Company the initial Letter of Credit set forth in Paragraph 30 hereof. Within five (5) days after termination of this Agreement or Closing, Purchaser shall cause an instrument to be recorded to release such Memorandum of Purchase Agreement of record. In the event Purchaser fails to do so, Purchaser shall indemnify and defend Seller from all loss, claim, damage, or expense arising out of Purchaser’s failure to do so. The provisions of this Paragraph 34 shall survive Closing and/or termination of this Agreement.

Memorandum of Purchase Agreement. 3.8.1 Concurrently with the execution of this Agreement, Purchaser and Seller shall execute, acknowledge and deliver to Escrow a recordable Memorandum of Agreement (the “Memorandum”) in the form attached hereto as Exhibit G-1 together with a Termination and Release of Memorandum of Agreement (the “Termination Agreement”) in the form attached hereto as Exhibit G-2.

Memorandum of Purchase Agreement. Simultaneously with the execution of this Purchase Agreement, the parties hereto are executing that certain Memorandum of Purchase Agreement attached hereto as Exhibit D, which Memorandum of Purchase Agreement may be recorded by Buyer, at Buyer's expense, against the Property. Buyer agrees, however, not to record

Memorandum of Purchase Agreement. 4.3 Memorandum of Purchase Agreement Concurrently with the execution and delivery of this Agreement, Seller shall deliver to Buyer an executed and notarized Memorandum of Purchase Agreement in the form attached hereto as Exhibit “K”. Buyer is hereby authorized to record said Memorandum of Purchase Agreement.

Memorandum of Purchase Agreement. The Memorandum of Purchase Agreement (as defined below) and the Release of Memorandum of Purchase Agreement (as defined below). (c) Seller's Closing Deliveries. Prior to the Scheduled Closing Date (and within such timeframe as may be more specifically provided herein or required by Escrow Agent) Seller shall cause to be delivered the following items: (i)

Memorandum of Purchase Agreement. At the request of either party, the parties hereto shall execute a Memorandum of Purchase Agreement in recordable form memorializing this Agreement. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] NOTICE: THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER AND SELLER. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. The undersigned, owner of the above Property, does hereby approve the above Agreement and the sale thereby made of the Property for the price and upon the terms above mentioned, and subject to all conditions herein expressed. SELLER: XXXXXX & ASSOCIATES, LLC By: Xxxx Xxxxxx Its: Chief Manager Dated: August , 2023. The undersigned does hereby approve the above Agreement and agrees to purchase the Property for the price and upon the terms above mentioned, and subject to all conditions herein expressed. BUYER: CITY OF NEW PRAGUE By: Xxxxx X. Xxxxx, Mayor Dated: August , 2023. By: Xxxxxx X. Xxxxxxxx, City Administrator Dated: August , 2023. This instrument was drafted by: XXXXXXX & XXXXXX, CHARTERED (SJR) 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Minneapolis, MN 55402 (000) 000-0000 EXHIBIT A LEGAL DESCRIPTION EXHIBIT B PERSONAL PROPERTY AND FIXTURES

Related to Memorandum of Purchase Agreement

• Execution of Purchase Agreement The successful bidder has earned the right to make an offer to the Seller; no sale has been completed. The bidder will be required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required Xxxxxxx Money within 24 hours to the Seller in a check payable to Ness Bros. Buyer's offer expires 11:59 P.M. (local time) seven days after the online auction date, unless Seller timely accepts it; the Xxxxxxx Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of closing the tax xxxx for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax xxxx available to the closing agent. The succeeding year’s tax xxxx, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax xxxx available to the closing agent. --- GUARANTY: Any individual submitting a bid or signing the Purchase Agreement on behalf of any entity agrees to be individually bound by all these terms and conditions and individually responsible for payment of the Xxxxxxx Money and the balance due.
• Amendment of Purchase Agreement The Purchase Agreement is hereby amended as follows:
• Share Purchase Agreement 6- --------------------------------------------------------------------------------
• Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.
• The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.
• Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
• Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.
• Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.
• Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.
• Purchase Agreement See the introductory paragraphs hereof.