OBLIGATIONS OF PURCHASER - Following the Closing Sample Clauses

OBLIGATIONS OF PURCHASER - Following the Closing. Purchaser shall be subject to the following obligations: (a) Tax Amendments - The Purchaser agrees that the Company shall not, and the Purchaser shall not cause the Company to, amend the Company's tax returns for 1995 or earlier without the prior consent of Rams▇▇. ▇▇ the event the Company and/or the Purchaser amends such tax returns without Rams▇▇'▇ ▇▇▇sent, the Purchaser agrees to indemnify the Vendors for any liabilities that any of them may occur as a result of any such amendment; provided, however, that Vendors agree jointly and severally to indemnify, defend and hold harmless the Purchaser and the Company for any liabilities, costs, penalties, fines and interest that either of them may incur as the result of any refusal to grant the consent referred to above.
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OBLIGATIONS OF PURCHASER - Following the Closing. Purchaser shall be subject to the following obligations:
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OBLIGATIONS OF PURCHASER - Following the Closing. Purchaser shall be subject to the following obligations: (a) Tax Amendments - The Purchaser agrees that the Company shall not, and the Purchaser shall not cause the Company to, amend the Company's tax returns for 1995 or earlier without the prior consent of Rams▇▇. ▇▇ the event the Company and/or the Purchaser amends such tax returns without Rams▇▇'▇ ▇▇▇sent, the Purchaser agrees to indemnify the Vendors for any liabilities that any of them may occur as a result of any such amendment; provided, however, that Vendors agree jointly and severally to indemnify, defend and hold harmless the Purchaser and the Company for any liabilities, costs, penalties, fines and interest that either of them may incur as the result of any refusal to grant the consent referred to above. (b) Non Interference With Leases - Purchaser acknowledges the existence of certain real property leases between the Company and NRM Properties, Inc. and Chaparral Properties, Inc. (collectively the "Landlords"), and agrees not to interfere with such leases and to cause the Company to abide by such leases. In the event that the Company and/or the Purchaser reaches this Agreement, the Purchaser shall pay to the appropriate Landlord the full amount of all unpaid monetary obligations of the Company through the lease period in effect at the time of the Closing and agrees that such remedy is in addition to all other remedies that the Landlords or the Vendors may have at law or in equity.
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Related to OBLIGATIONS OF PURCHASER - Following the Closing

  • Conditions Precedent to Obligations of Purchaser The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Conditions to Obligations of Purchaser The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):

  • Conditions Precedent to the Obligations of Purchaser All of the obligations of Purchaser under this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions, any one or more of which may be waived in writing by Purchaser:

  • Obligations of Purchaser The obligations of the Purchaser under this Receivables Purchase Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.