Buyer Parties. For the purposes of these Terms & Conditions, the term “Buyer” shall mean the Buyer party set forth on the quotation or other sales agreement to which these Terms & Conditions are attached or in which they are incorporated by reference.
Buyer Parties. The term “
Buyer Parties. Company Merger Sub: (a) has been or will be formed solely for the purposes of executing and delivering this Agreement and/or the Ancillary Agreements and consummating the transactions contemplated by this Agreement or thereby (as applicable); (b) is, or when formed will be, and at all times prior to the Closing will be, directly or indirectly, wholly-owned by Buyer; (c) has not engaged, and prior to the Closing will not engage, in any business or activity other than the activities related to its organization and the execution of this Agreement and/or the Ancillary Agreements and the consummation of the transactions contemplated by this Agreement or thereby (as applicable); (d) other than its Governing Documents, this Agreement and any Ancillary Agreement (as applicable) such Person is not, and at all times prior to the Closing will not be, party to or bound by any Contract, commitment or Order; or (e) other than the performance of its obligations under its Governing Documents, this Agreement and/or any Ancillary Agreement (as applicable), such Person, has no Liabilities that are required to be disclosed on a balance sheet in accordance with GAAP.
Buyer Parties. Section 4.1
Buyer Parties. 6.1 Bylaws........................................................................................... 2.7 Claim............................................................................................ 4.7(b) Closing.......................................................................................... 1.1
Buyer Parties. 36 CERCLA........................................................................................................2, 28 Closing...........................................................................................................7
Buyer Parties. (i) The Buyer Parties will hold, and will use their commercially reasonable efforts to cause their respective representatives to hold in confidence, unless requested or compelled to disclose by judicial or administrative process or by other requirements of Law, all Seller Party Confidential Information, except to the extent that such Confidential Information can be shown to have been (i) previously known on a nonconfidential basis by the Buyer Parties; (ii) in the public domain through no fault of the Buyer Parties; (iii) independently developed by the Buyer Parties without reliance on such Seller Party Confidential Information; or (iv) received from a third party without breach of any duty of confidentiality by such third party; provided, that the Buyer Parties may disclose such Seller Party Confidential Information to their respective representatives in connection with the transactions contemplated by this Agreement so long as such Persons are informed by the Buyer Parties of the confidential nature of such Seller Party Confidential Information and are directed by the Buyer Parties to treat such Seller Party Confidential Information confidentially.
Buyer Parties. The term “Buyer Parties” shall have the meaning set forth in Section 7.2 hereof.
Buyer Parties. 1.8(c) Claims Period............................................9.4
Buyer Parties. From the date of this Agreement until the Closing Date, the Buyer Parties shall take all actions reasonably necessary to consummate the Debt Financing, and/or such other financing as the Buyer Parties may seek to obtain for the purpose of fulfilling their obligation to consummate the transactions contemplated by this Agreement (an “Alternative Financing”) and shall not take any actions, other than communications with respect to the financial condition or results of operations of the Business, which could reasonably be expected (i) to cause Deutsche Bank Trust Company Americas or Deutsche Bank Securities Inc. to withdraw the Debt Commitment Letter or (ii) to give rise to the failure of the conditions to the Debt Financing or any Alternative Financing.
