Acceptance of a Superior Proposal by Sellers or the Companies Sample Clauses

Acceptance of a Superior Proposal by Sellers or the Companies. At the election of Sellers, by notice from the Seller Representative to Buyers if Sellers or the Companies shall have accepted a Superior Proposal but only if Sellers and the Companies have complied with the terms of Section 5.3, provided, however, Sellers shall not be entitled to terminate this Agreement under this provision in the event (i) Buyer no longer has a right to terminate this Agreement under the terms of Section 8.1(b) and (ii) Buyer has waived in writing the condition to Closing contained in Section 6.9. If this Agreement so terminates as provided in Sections 8.1(a), (b) or (e), it shall become null and void and have no further force or effect, except as provided in Section 8.2, and except for claims of breach and fraud as to which all remedies are reserved. If this Agreement is terminated by Buyer pursuant to Section 8.1(d)(ii), and Buyer is not in material breach of this Agreement, or if this Agreement is terminated by Sellers or the Companies pursuant to Section 8.1(f), the Companies shall pay Buyer Twenty Seven Million Five Hundred Thousand Dollars ($27,500,000) in cash for such termination not later than two (2) Business Days after termination, which shall be the sole remedy of Buyer in the case of such termination. If this Agreement does not close as a result (x) of Buyer’s deeming the condition to Closing set forth in Section 6.9 to not be satisfied and the Agreement later terminates pursuant to Section 8.1(e), or (y) of Buyer terminating this Agreement under Section 8.1(b) and, in each case Sellers and the Companies are not in material breach of this Agreement, Buyer shall pay the Seller Representative on behalf of Sellers Five Million Dollars ($5,000,000) not later than two (2) Business Days after the termination of the Agreement.
Sample 1
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Related to Acceptance of a Superior Proposal by Sellers or the Companies

  • Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:

  • Acquisition by Seller The Asset was acquired by Seller in March 2021.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Merger or Consolidation of Seller or Purchaser Any corporation or other entity (a) into which Seller or Purchaser may be merged or consolidated, (b) resulting from any merger or consolidation to which Seller or Purchaser is a party or (c) succeeding to the business of Seller or Purchaser, in the case of Purchaser, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in Purchaser’s certificate of incorporation, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of Seller or Purchaser, as the case may be, under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to Seller or Purchaser, as the case may be, hereunder (without relieving Seller or Purchaser of their responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further action by any of the parties to this Agreement. Seller or Purchaser shall promptly inform the other party, the Issuer, the Trust Collateral Agent and the Owner Trustee and, as a condition to the consummation of the transactions referred to in clauses (a), (b) and (c) above, (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 and 3.2 of this Agreement shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and be continuing, (ii) Seller or Purchaser, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Issuer and the Trust Collateral Agent an Officer’s Certificate of the Seller or a certificate signed by or on behalf of the Purchaser, as applicable, and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (iii) Seller or Purchaser, as applicable, shall have delivered to the Issuer, and the Trust Collateral Agent an Opinion of Counsel, stating, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Trust Collateral Agent in the Receivables and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

  • Closing Deliveries of the Company The obligations of Parent and Merger Subs to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by Parent, at or prior to the Closing, of each of the following conditions:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:

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