By Acquirer Clause Samples
The "By Acquirer" clause defines the rights, obligations, or actions that are specifically assigned to the acquiring party in a transaction or agreement. Typically, this clause outlines what the acquirer must do, such as making payments, delivering notices, or fulfilling certain conditions precedent to closing. For example, it may require the acquirer to obtain regulatory approvals or provide specific representations and warranties. The core function of this clause is to clearly allocate responsibilities to the acquirer, ensuring that both parties understand what is expected from the acquiring side to facilitate a smooth transaction process.
By Acquirer. To the extent permitted by law, Acquirer will indemnify, defend and hold harmless each Holder against any losses, claims, damages, or liabilities (joint or several) to which such Holder may become subject under the Securities Act, the Exchange Act or other U.S. federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"):
(i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed by Acquirer pursuant to this Agreement pursuant to which Registrable Securities are sold, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;
(ii) the omission or alleged omission to state in such registration statement, preliminary prospectus or final prospectus or any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by Acquirer of the Securities Act, the Exchange Act, any U.S. federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any U.S. federal or state securities law in connection with the offering of Registrable Securities covered by such registration statement; provided however, that the indemnity agreement contained in this Section 12.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of Acquirer (which consent shall not be unreasonably withheld), nor shall Acquirer be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder.
By Acquirer. (i) if the Special Committee shall have (x) failed to make, withdrawn, modified or changed in a manner adverse to Acquirer its approval or recommendation of this Agreement or the Merger, (y) shall have made any recommendation with respect to an Acquisition Proposal other than a recommendation to reject such Acquisition Proposal, or (z) shall have executed a letter of intent, agreement in principle or definitive agreement relating to an Acquisition Proposal with a Person other than Acquirer; or
(ii) if the Company shall have breached in any material respect any of its covenants or other agreements contained in this Agreement which would result in a failure of any of the conditions set forth in Section 6.2, which breach cannot be or has not been cured on or before the Outside Date; provided, however, that the Acquirer shall not be entitled to terminate this Agreement pursuant to this Section 7.1(f)(ii) where the breach by the Company of any of its covenants or other agreements contained in this Agreement is attributable to any action or inaction on the part of Deutsch or his Affiliates or Associates.
By Acquirer. Acquirer shall deliver:
(i) to Shareholder (A) a share certificate or certificates in the name of Shareholder or his designees representing the Acquirer Shares, (B) an employment agreement with Shareholder substantially in the form of the attached Exhibit B (the “Employment Agreement”), duly executed by Acquirer, and (C) an Employment Agreement with each of ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇, duly executed by Acquirer and the respective employees;
(ii) to Licensor an Employment Agreement with Wang, duly executed by Acquirer.
By Acquirer. To the fullest extent permitted by law, Acquirer will indemnify and hold harmless each of the Holders, officers, directors, trustees, fiduciaries, employees and agents of a Holder or underwriter (as defined in the ▇▇▇▇ ▇▇▇) and each person, if any, who controls a Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934 (the "1934 ACT") (collectively, "HOLDER INDEMNIFIED PARTIES"), against any losses, claims, damages, or liabilities (joint or several) to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"):
(i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary Prospectus or final Prospectus contained therein or in any amendments or supplements thereto;
(ii) the omission or alleged omission to state in the Registration Statement, including any preliminary Prospectus or final Prospectus contained therein or in any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by Acquirer of the 1933 Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any federal or state securities law in connection with the offering covered by such Registration Statement. Acquirer will reimburse each Holder Indemnified Party for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED HOWEVER, that the indemnity agreement contained in this subsection 1.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Acquirer (which consent shall not be unreasonably withheld), nor shall Acquirer be liable to a particular Holder or such Holder's Holder Indemnified Parties in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in co...
By Acquirer. Acquirer agrees to indemnify and hold harmless Contributor and its officers, agents, employees, and tenants from and against, and to reimburse Contributor with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Contributor by reason of or arising out of: (a) if the transaction hereunder closes, a breach of any representation or warranty of Acquirer set forth in this Agreement; (b) the failure of Acquirer to perform any obligation required by this Agreement to be performed by it; (c) the ownership, maintenance, operation, management and use of the Property after Closing; and (d) as specified in Section 7.5 hereof.
By Acquirer. (i) if the Partnership (1) enters into a definitive agreement or agreement in principle with any Person with respect to a Transaction Proposal or (2) withdraws or adversely modifies its approval of or recommendation of the Partnership Merger following the public announcement of a Transaction Proposal; or
(ii) in the event of a material breach or failure to perform in any material respect by the Partnership of any covenant or other agreement contained in this Agreement or in the event of a material breach of any representation or warranty of the Partnership in each case which cannot be or has not been cured within 15 days after the giving of written notice to the Partnership, and, with respect to any representations or warranties not qualified by "Partnership Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken as a whole in their entirety, do not in the aggregate result in a Partnership Material Adverse Effect.
By Acquirer. Acquirer agrees to indemnify and hold harmless each Contributor and their respective officers, agents, employees, and tenants from and against, and to reimburse Contributor with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Contributor by reason of or arising out of: (a) a breach of any representation or warranty of Acquirer set forth in this Agreement; (b) the failure of Acquirer to perform any obligation required by this Agreement to be performed by it; (c) the ownership, maintenance, operation, management and use of the Property, the Acquired Assets, and/or the Company after Closing; and (d) Acquirer’s access to the Property for the purpose of making such investigations, inspections, tests, assessments, surveys and the like in accordance with Section 7 of this Agreement.
By Acquirer. To the extent permitted by law, Acquirer will ----------- indemnify, defend and hold harmless each Rights Holder against any Damages (severally but not jointly) to which such Rights Holder may become subject under the 1933 Act, the 1934 Act or other U.S. federal or state law, insofar as such Damages arise out of or are based upon any of the following statements, omissions or violations (collectively, a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in a Shelf Registration filed by Acquirer pursuant to this Agreement pursuant to which Registrable Securities are sold, including any preliminary prospectus, final prospectus or any amendments or supplements thereto;
By Acquirer. (i) if the Company (1) enters into a definitive agreement or agreement in principle with any Person with respect to a Transaction Proposal or (2) withdraws or adversely modifies its approval of or recommendation of the Merger following the public announcement of a Transaction Proposal; or
(ii) in the event of a material breach or failure to perform in any material respect by the Company of any covenant or other agreement contained in this Agreement or in the event of a material breach of any representation or warranty of the Company in each case which cannot be or has not been cured within 15 days after the giving of written notice to the Company, and, with respect to any representations or warranties not qualified by "Company Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken as a whole in their entirety, do not in the aggregate result in a Company Material Adverse Effect.