Contemplated Transaction Clause Samples
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Contemplated Transaction. The execution, delivery and performance by each Acquired Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party and the consummation of the Contemplated Transactions are within the power and authority of each Acquired Company and have been duly authorized by all necessary action on the part of each Acquired Company. This Agreement and each Ancillary Agreement to which each Acquired Company is (or will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by each Acquired Company and (b) is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid and binding obligation of such Acquired Company, enforceable against each such Acquired Company in accordance with its terms.
Contemplated Transaction. Section 5.02 Cost-Free Educational Account .......................... Section 3.02(b) Cross Default .......................................... Section 1.05(b)(i) DAETC ..................................................
Contemplated Transaction. The statements in the Prospectus under the heading “Recent Developments,” insofar as they purport to describe or summarize the terms or provisions of the Real Estate Purchase Agreement, dated as of June 19, 2014 (the “Contemplated Transaction Agreement”), are accurate descriptions or summaries in all material respects. The Contemplated Transaction Agreement has been duly authorized, executed and delivered by the parties thereto. To the knowledge of the Company and the Operating Partnership as of the date hereof, there is no fact or circumstance relating to the Contemplated Transaction Agreement which would cause the representations and warranties in this Section 1(a) to be untrue if the acquisition had been consummated as of the date hereof.
Contemplated Transaction. Seller covenants and agrees to forward to Buyer, within five (5) business days of Seller's receipt of the same, any and all payments which Seller may receive in respect of the accounts receivable or any payments which relate or pertain to sales by Buyer after the Closing, which payments are delivered to Seller or are otherwise received by Seller. In the event that Buyer at any time receives checks payable to Seller for amounts owed to Buyer, Buyer shall deliver such checks to Seller and Seller shall endorse such checks to Buyer or remit to Buyer the amounts represented by such checks within five (5) business days of Seller's receipt of same. In the event that Buyer at any time receives checks for amounts owed to Seller, Buyer shall deliver such checks to Seller or remit to Seller the amounts represented by such checks within five (5) business days of Buyer's receipt of same.
Contemplated Transaction. On and subject to the terms and conditions of this Agreement and the Transaction Documents, at the Closing and at each applicable date of a Subsequent Funding (as defined below) thereafter, Buyer shall pay the applicable Purchase Price Tranche to Borrower and/or Borrower’s Permitted Designee(s) in exchange for the sale, assignment, transfer, and delivery of the Note to Buyer in accordance with the terms of this Schedule 2.1.
Contemplated Transaction. Notwithstanding any other provision of this Agreement, following the Closing Date nothing in this Agreement shall limit the Buyer’s, its assigns and/or its Affiliates ability to (i) terminate the employment of any Transferred Employee at any time and for any reason, including without cause, but such termination shall in no way cause Liability to the Sellers, or (ii) change the terms and conditions of employment of such Transferred Employees. Nothing herein shall confer upon any Personnel any rights or remedies hereunder, including any right to employment or continued employment for any specified period or continued participation in any Employee Benefit Plan of any Seller or other benefit plan, of any nature or kind whatsoever under or by reason of this Agreement. The Sellers shall be liable for the provision of notices and COBRA continuation coverage for each individual who is or becomes an “M&A Qualified Beneficiary“ (as such term is defined in Treas. Reg. Section 54.4980B-9) as a result of the consummation of the Contemplated Transactions.
Contemplated Transaction. Seller covenants and agrees to forward to Buyer, within five (5)
Contemplated Transaction. The Company has requested that the Lenders and the Issuing Banks consent to the following transactions (the elements of which would occur in the order set forth below and, as to the elements described in Paragraphs 1 through 4 below, would occur as promptly as reasonably practicable):
Contemplated Transaction. Seller will cooperate with Buyer and its counsel in the contest or defense of, and make available its personnel (if any) and provide any testimony and access to its books and Records in connection with any Proceeding involving or relating any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller, the Business, or the Assets.
Contemplated Transaction. APHP and Assignee have entered into, or are entering into, one or more agreements that contemplate the assignment by Assignors to Assignee of a portion of the indebtedness described above (including Section 6 (Assignment of MacGregor Debt to SSS; Share Issuance to MacGregor) and (Assignment of NMPFT Debt to 555; Share Issuance to NMPFT) of the parties’ applicable agreement).