Closing Conditions for the Benefit of the Purchaser Sample Clauses

Closing Conditions for the Benefit of the Purchaser. Each and every obligation of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Trustee on behalf of the Purchaser (except that the conditions set forth in Sections 6.5, 6.6 and 6.7 shall not be waived by the Purchaser):
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Closing Conditions for the Benefit of the Purchaser. The purchase and sale of the Purchased Shares is subject to the following conditions being satisfied at or prior to Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:
Sample 1Sample 2
Closing Conditions for the Benefit of the Purchaser. The Purchase Agreement provides that Closing of the Transaction is subject to the fulfillment of a number of conditions at or prior to Closing for the benefit for the Purchaser, each of which may be waived by the Purchaser, including conditions relating to the following matters: • all of the representations and warranties of KMCU, the Company and KMI made in the Purchase Agreement shall be true and correct as at the date of the Purchase Agreement and the Closing Date, except where the failure of representations and warranties to be true and correct, individually or in the aggregate, do not have a Material Adverse Effect; • each of KMCU, the Company and KMI have complied with or performed all of their respective obligations, covenants and agreements to be complied with or performed on or before the Closing Date in all material respects; • approval of the Transaction Resolution shall have been obtained; • the Competition Approval, CTA Clearance and the CFIUS Clearance shall have been obtained; • there is no injunction or restraining order issued by a court of competent jurisdiction preventing the completion of the Transaction; and • since the date of the Purchase Agreement there has not occurred any event which has had a Material Adverse Effect.
Sample 1
Closing Conditions for the Benefit of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement shall be subject to the satisfaction or compliance with, at or before the Time of Closing, of each of the following conditions precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived by the Purchaser in whole or in part):
Sample 1
Closing Conditions for the Benefit of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Sample 1
Closing Conditions for the Benefit of the Purchaser. If any of the conditions set out in Sections 4.2(b), 4.2(c) and 4.2(d) are not satisfied or waived on or prior to the Closing Date or other date specified therefor, the Purchaser may terminate this Agreement by Notice to the Vendor given on or prior to the Closing Date or other date specified therefor, in which event this Agreement shall be terminated and the Purchaser shall be released from all of its liabilities and obligations under this Agreement other than those set out in Sections 5.1, 5.4 and 5.5 and, unless the condition or conditions that have not been satisfied or waived were not satisfied as a result of the default of the Vendor, the Vendor shall also be released from all of its liabilities and obligations under this Agreement and the Deposit, shall be returned to the Purchaser subject to Section 5.5. However, the Purchaser may waive compliance with any of the conditions set out in Sections, 4.2(b), 4.2(c), and 4.2(d) in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfilment of any other condition contained in Sections 4.2(b), 4.2(c) and 4.2(d) in whole or in part.
Sample 1
Closing Conditions for the Benefit of the Purchaser. If any of the conditions set out in Section 5.2(1)(c), (d), (e) or (f) in respect of each Property are not satisfied or waived on or before the related Closing Date, the Purchaser may elect either to delay the Closing Date in respect of such Property, or, subject to the rights of CH and/or CVCA in Section 8.1, to delete such Property from this Agreement by notice in writing to the Vendor given on or before the related Closing Date, in which event the provisions in this Agreement relating to such Property, subject to the rights of CH and/or CVCA in Section 8.1, shall be null and void and of no further force or effect whatsoever and the Purchaser shall be released from all of its liabilities and obligations relating to such Property under this Agreement and, unless the condition or conditions that have not been satisfied or waived were not satisfied solely as a result of the default of the Vendor, the Vendor shall also be released from all of its liabilities and obligations relating to such Property under this Agreement. However, the Purchaser may waive compliance with any of the conditions set out in Section 5.2(1)(c), (d), (e) or (f) in whole or in part if it sees fit to do so (but may not waive the performance of those obligations of the Vendor herein which are in favour of CH and/or CVCA), without prejudice to its rights of termination in the event of non-fulfilment of any other condition contained in Section 5.2(1)(c), (d), (e) or (f) whole or in part or to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Closing Conditions for the Benefit of the Purchaser

  • Conditions for the Benefit of the Purchaser The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed at or prior to the Time of Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser in its sole discretion:

  • Indemnification Provisions for Benefit of Buyer In the event (i) either Seller, CFC or Conseco breaches any of its representations and warranties contained in Section 3(a), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to the Closing Date, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closing, then Seller, CFC and Conseco jointly and severally agree to indemnify Buyer from and against any Adverse Consequences Buyer shall suffer through and after the date of the claim for indemnification caused by such breach. Subject to the further limitations on Conseco's obligations set forth in the next sentence of this Section 9(b), the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable with respect to claims made under Section 7) shall not exceed $110,000,000, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000.

  • Indemnification Provisions for Benefit of the Buyer (i) The Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates from and against any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, or caused by (a) any breach of a representation or warranty of the Seller contained in this Agreement or in any other Transaction Agreement (other than the representations in Sections 3(l) and 3(m) hereof for which the Seller shall not have any indemnification obligation), (b) any breach of a covenant of the Seller contained in this Agreement or in any other Transaction Agreement or (c) any Liability of the Seller with respect to the Division or of the Division Subsidiaries of which Seller had Knowledge and which was not disclosed to the Buyer prior to the Closing (regardless of whether the Liability is an Assumed Liability); provided, however, that (x) the Seller shall not have any obligation to indemnify the Buyer and/or its Affiliates from and against any Adverse Consequences resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) until the Buyer and/or its Affiliates have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $1 million aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences), (y) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences exceed $15 million in the aggregate with respect to Adverse Consequences resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) which occur within 365 days after the closing date and (z) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences during the period beginning 366 days after the closing Date and ending 548 days after the Closing Date, resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) exceed the result of $12 million minus any amount actually paid pursuant to clause (y).

  • Indemnification Provisions for Benefit of the Sellers In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 6.1 above, provided that any of the Sellers makes a written claim for indemnification against the Buyer pursuant to Section 8.8 below within such survival period, then the Buyer agrees to indemnify each of the Sellers from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER 5.1 It is hereby acknowledged that Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, whether directly or by way of Purchaser’s assignment of its rights hereunder to the Trustee, the representations and warranties set forth on Exhibit 2 hereto (each as of the date hereof unless otherwise specified).

  • Indemnification Provisions for Benefit of the Seller In the event the Purchaser breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser has breached) any of its representations, warranties, and covenants contained herein, during the Survival Period above, provided that the Seller makes a written claim for indemnification against the Purchaser within the Survival Period, then the Purchaser shall indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable Survival Period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • Indemnification Provisions for Buyer’s Benefit (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to ss.8(a) above), then Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the extent that (A) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and

Time is Money Join Law Insider Premium to draft better contracts faster.