Purchaser Actions Sample Clauses
The 'Purchaser Actions' clause defines the specific actions, responsibilities, or obligations that the purchaser must undertake under the agreement. This may include requirements such as providing necessary information, making timely payments, or cooperating with the seller to facilitate the transaction. By clearly outlining what is expected from the purchaser, this clause helps ensure that both parties understand their roles and reduces the risk of disputes arising from misunderstandings or non-performance.
Purchaser Actions. Purchaser agrees that it will promptly take such reasonable actions as are reasonably requested by Sellers to assist in obtaining the Confirmation Order, including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under section 363(m) of the Bankruptcy Code.
Purchaser Actions. Purchaser may take any of the following actions without releasing Owner from any of its obligations under this Agreement:
Purchaser Actions. Any acts or omissions of Purchaser, any of its Affiliates or any party acting for the benefit or at the discretion of Purchaser or any of its Affiliates before or after the date of this Agreement or the Closing Date shall not be a basis for a Material Adverse Effect.
Purchaser Actions. Since the date of its incorporation, Purchaser has not carried on any business or conducted any operations other than the commencement of the Offer, the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.
Purchaser Actions. Purchaser was formed solely for the purpose of engaging in the Transactions. As of the date hereof and as of the Effective Time, all of the outstanding capital stock of Purchaser is or will be owned directly by Parent. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with incorporation or organization and the Transactions, Purchaser has not and will not have incurred, directly or indirectly, through any Subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type whatsoever or entered into any agreements or arrangements with any person, which would, individually or in the aggregate, impair in any material respect the ability of Purchaser to perform its obligations under this Agreement or prevent consummation of the Transactions.
Purchaser Actions. No Seller shall be liable in respect of any Seller Claim or any Warranty Claim to the extent that the Seller Claim or Warranty Claim arises, or is increased, as a result of any matter or thing done, or omitted to be done pursuant to and in compliance with this Agreement or any other Transaction Document or at the written request of the Purchaser, other than a matter or thing done or omitted to be done (i) in the normal and ordinary course of business as presently carried on by a Group Company, (ii) pursuant to any obligation of a Group Company incurred prior to Completion, (iii) in order to comply with law or regulation in force at Completion or (iv) at the written request or with the written approval of the Sellers.
Purchaser Actions. The Purchaser represents that it will not take any affirmative action to cause an event of default under the Convertible Note other than through the exercise of rights granted to the Purchaser pursuant to the terms of this Agreement, the Convertible Note, the Security Agreement (as defined herein) or the Stock Transfer Agreement (as defined herein).
Purchaser Actions. The Company hereby acknowledges that from and after the date of this Agreement, Purchaser or any of its Subsidiaries may take actions involving (i) a merger, reorganization, share exchange, spin-off, consolidation, recapitalization, liquidation, dissolution or similar transaction involving Purchaser or any of its Subsidiaries, (ii) any purchase or sale of the consolidated assets of a Person or any division or unit thereof by Purchaser or any of its Subsidiaries, (iii) any purchase or sale of, or tender or exchange offer for, equity securities of any Person by Purchaser or any of its Subsidiaries, (iv) the acquisition of any equity securities of any Person by Purchaser or any of its Subsidiaries, or (v) any financings by the Purchaser or any of its Subsidiaries; provided, that nothing contained in this Section 11.14 shall affect Purchaser's obligation under Section 11.3 to obtain the prior written approval of the Company to an assignment of this Agreement except as expressly permitted therein.
Purchaser Actions. The Warrantors shall not be liable in respect of any Claim to the extent that the Claim arises, or is increased, as a result of any matter or thing done, or omitted to be done, which is expressly authorised by the terms of any Transaction Document, caused by any failure by the Purchaser to comply with any of its obligations thereunder, or is at the prior written request or written direction of, or with the prior written consent of, the Purchaser (or any of its respective directors, officers, employees or agents or advisers, or carried out by any such person or any of its or their successors in title or assigns on or after the Completion Date).
Purchaser Actions. The Purchaser shall offer all the Employees listed on Schedule B, other than those who are parties to the Employee Agreements, employment subject to the Purchaser’s terms and conditions of employment and subject to the Purchaser’s planned reorganization following the Closing. Until said reorganization following the Closing, the Employees shall earn substantially the same wages and shall work at the same location as prior to the Closing. For all Employees hired by the Purchaser the terms and conditions of employment shall be in accordance with the policies and benefits of the Purchaser. For any Employee who is not hired by Purchaser, Purchaser will be responsible for payment of severance benefits, provided, however, that no severance shall be payable to any Employee who is offered employment by Purchaser in accordance with this Section 8.2 but who declines such offer of employment.