Certain Transaction Matters Sample Clauses
The "Certain Transaction Matters" clause defines specific terms, conditions, or procedures that apply to particular transactions covered by the agreement. It typically outlines how unique aspects of a transaction—such as timing, required approvals, or special obligations—are to be handled between the parties. For example, it may address how assets are to be transferred, the handling of third-party consents, or the treatment of pre-existing liabilities. The core function of this clause is to ensure that all parties have a clear understanding of how special or non-standard elements of a transaction will be managed, thereby reducing ambiguity and potential disputes.
Certain Transaction Matters. (a) From the date of this Agreement until the Final Closing Date, the Purchaser and the Seller shall each promptly notify the other in writing of (a) any pending or, to the Knowledge of such party, threatened, Legal Proceeding (i) challenging or seeking damages in connection with the Contemplated Transactions or (ii) seeking to restrain or prohibit the consummation of the Contemplated Transactions, (b) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, and (c) any written notice or other written communication from any Governmental Entity in connection with the Contemplated Transactions. The parties shall reasonably cooperate with each other in defending against any such Legal Proceeding, including seeking to have vacated or reversed any stay or temporary restraining order entered in connection therewith by any court or other Governmental Entity.
(b) From time to time prior to the Initial Closing Date, the Seller shall have the right (but not the obligation) to supplement or amend the Seller Disclosure Schedule with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.3(a)(i) have been satisfied.
(c) From the date of this Agreement to the Final Closing Date, the Seller will (and will cause each of its Affiliates to) consider in good faith any request by the Purchaser to include additional employees of the Seller Group and their respective Subsidiaries on Schedule 10.8(a). Upon the Seller’s consent to the addition of such individuals to Schedule 10.8(a), such additional employees will be deemed to be Employees of the Business for all purposes under this Agreement.
(d) From the date of this Agreement to the Final Closing Date, the Seller will (and will cause each of its Affiliates to) grant to the Purchaser and its Representatives, at the Purchaser’s reasonable request, access to immigration filings with respect to the Employees of the Business as necessary for the Purchaser to make any required successor employer filings to preserve the employmen...
Certain Transaction Matters. The K Stock Purchase. Upon the terms and subject to the conditions contained herein, the Company and K Holdings agree to effect the K Stock Purchase, pursuant to which the Company shall issue and sell to K Holdings (or its permitted designees) and K Holdings (or its permitted designees) shall purchase at the Closing, free and clear of all Liens (as defined herein), 8,085,328 shares of Class A Common Stock, for a per share purchase price of $46.00 per share, for an aggregate purchase price equal to $371,925,094 (the "Purchase Price"), it being understood that K Holdings (or its permitted designees) will purchase, upon the terms and subject to the conditions set forth in the Exchange Agreements, 373,182 shares of Nortek Holdings Preference Stock pursuant to the Management Stock Purchase for a per share purchase price equal to the Redemption Price (for an aggregate purchase price of $17,166,372); provided that the Purchase Price shall be reduced to the extent the number of shares acquired pursuant to the Management Stock Purchase is increased; provided, further, that the Purchase Price may be further reduced, at the option of K Holdings, (i) by an amount equal to the aggregate value of all Share Exchanges and Option Exchanges (based on, in the case of Share Exchanges, a per share price of $46 and, in the case of Option Exchanges, the difference between such $46 per share price and the exercise price of any Option subject to any such Option Exchange) pursuant to Exchange Agreements entered into after the date hereof and also (ii) to the extent that, after giving effect to the Distribution, the aggregate Redemption Consideration and the Option Cash Out may still be funded in their entirety.
Certain Transaction Matters. From the date of this Agreement until the Final Closing Date, the Purchaser and the Seller shall each promptly notify the other in writing of (a) any pending or, to the Knowledge of such party, threatened, Legal Proceeding (i) challenging or seeking damages in connection with the Contemplated Transactions or (ii) seeking to restrain or prohibit the consummation of the Contemplated Transactions, (b) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, and (c) any written notice or other written communication from any Governmental Entity in connection with the Contemplated Transactions. The parties shall reasonably cooperate with each other in defending against any such Legal Proceeding, including seeking to have vacated or reversed any stay or temporary restraining order entered in connection therewith by any court or other Governmental Entity. No such notifications will affect the representations or warranties of the parties hereunder or the conditions to the Purchaser’s obligations hereunder.
Certain Transaction Matters. 8 8.1 Adjustment to Purchase Price for Inventory...................... 8 8.2 Objection to Inventory Value Computation........................ 8 8.3 Relocating Assets and Inventory to Contractor's Facilities...... 9
Certain Transaction Matters