Conditions specified in Purchase Agreement Sample Clauses

Conditions specified in Purchase Agreement. The Purchase Agreement provides the Escrowed Funds are to be used by Wurld Media to settle outstanding amounts of up to forty (40%) percent of the gross wages plus such amount which shall constitute employer’s contribution (less statutory payroll deductions, less advances previously made to the employees) owed to the employees identified on Schedule 1.4(f) of the Purchase Agreement. The Escrow Funds are to be utilized solely for the purpose set forth in Section 1.4(f) of the Purchase Agreement and may not be released to Wurld Media until all claims by the employees listed on Schedule 1.4(f) have been fully settled and compromised and the employees have executed and delivered to the Seller, a release (the “Release”) in the form set forth on Exhibit A-1 to this Escrow Agreement. A copy of said release shall be furnished to the Company simultaneously with the Seller’s receipt from each employee.
Sample 1
AutoNDA by SimpleDocs
Conditions specified in Purchase Agreement. The Purchase Agreement provides the Company shall have the right to set-off against the Escrowed Stock: (A) such amounts incurred by the Company, including, but not limited to, legal fees and any other costs to satisfy and/or defend any and all claims that may arise in connection with the Assets acquired by the Company under the Purchase Agreement or otherwise in connection with the Purchase Agreement; and (B) any amounts in excess of 105% of the dollar amount listed on Schedule 1.3(a)(i) attached to the Purchase Agreement for any individual Assumed Liability, as defined in the Purchase Agreement, that the Company may be required to pay to discharge any one or more of the Assumed Liabilities.
Sample 1

Related to Conditions specified in Purchase Agreement

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Officer’s Closing Certificate Receipt by the Administrative Agent of a certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of the Term Loan and any Revolving Loans on the Closing Date, the conditions specified in Sections 3.1(e) and (f) and Sections 3.2(a), (b) and (c) are satisfied as of the Closing Date.

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

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

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion:

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