Declarations by the Purchaser Clause Samples

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Declarations by the Purchaser. The Purchaser hereby declares and undertakes as follows: 4.1 That each of the individual parties who make up the Purchaser is duly incorporated and that each of the individual parties who make up the Purchaser is entitled and empowered to enter into this Agreement and to perform it, and that it has passed all the resolutions and obtained the approvals required according to the provisions of the law and its documents of incorporation for purposes of its entering into this Agreement. 4.2 That no steps have been taken for an arrangement, stay of proceedings, winding-up, liquidation, expungement, bankruptcy or receivership of any of the individual parties who make up the Purchaser, and that there is no threat against any of the individual parties who make up the Purchaser with regard to such legal proceedings (including the fact that no attachment has been imposed on their assets), which is likely to have an impact on their entering into this Agreement and on the performance and implementation of this Agreement. 4.3 That it is bound by the declarations and undertakings that were given on its behalf in the scope of the Sale Process and the Sale Procedure, and that its declarations and undertakings mentioned in this sub-clause above are correct, complete, full and updated, and are binding on it in all respects. 4.4 That acquisition of the Property Sold is being effected for the Purchaser alone, and it or any of the individual parties who make up the Purchaser is not acting, and will not act as an agent, representative, trustee and/or partner in this regard, with and/or for another, whether directly or indirectly, including the fact that they have not granted a right or option to another as aforesaid in connection with the Property Sold and/or the rights contained herein, prior to signing of this Agreement. 4.5 That it is aware that the Company has agreed to enter into this Agreement with it inter alia in reliance on the contents of the Firm Commitment Letter, Appendix F to this Agreement, and that coupled with that the furnishing of the aforesaid commitment letter does not derogate from the Purchaser’s obligation to pay the full consideration at the times specified for the payment thereof in Clause 6 below, with it being clarified that the Purchaser’s obligation for full payment of the consideration in accordance with the provisions of this Agreement is absolute and is not contingent upon receiving finance or on any other condition. 4.6 That the Purchaser is buy...
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Declarations by the Purchaser. The Purchaser hereby declares to the Sellers that: 3.1 Subject to the fulfillment of all the conditions precedent, there is no restriction and/or prohibition and/or impediment according to the Purchaser’s founding documents and/or according to an agreement or any law in regard to its entering into this Agreement and performing its obligations pursuant hereto. 3.2 It possesses the financial ability and monetary means which enable it to abide by all its obligations under this Agreement. 3.3 Subject to the correctness of the Sellers’ declarations and representations and fulfillment of the Sellers’ obligations under this Agreement, it is buying the Sellers’ Shares in their current condition as is.
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Related to Declarations by the Purchaser

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • REPRESENTATIONS BY THE COMPANY The Company represents and warrants to the Subscriber that:

  • Partial Terminations by the Purchasers In the event so instructed by the Purchasers in writing after the Closing Date and at the Purchasers’ sole expense, each Seller shall execute documents prepared by the Purchasers and reasonably acceptable to such Seller resigning or appointing a successor Appointed Trustee under any Serviced Appointment for which such Seller acts as Appointed Trustee (other than with respect to any Serviced Appointment that is an Excluded Appointment), and shall reasonably cooperate, at the Purchasers’ sole expense, as instructed by the Purchasers, in finding a qualified successor Appointed Trustee, including executing any documents prepared by the Purchasers in connection with the application to a court of competent jurisdiction to appoint a successor Appointed Trustee.

  • Deliveries by the Seller Subject to the conditions set forth in this Agreement, at or prior to the Closing, the Seller shall deliver or cause to be delivered to Buyer: (a) the Rights Agreement, duly executed by the Seller ; (b) a ▇▇▇▇ of sale and assignment agreement, in form and substance reasonably satisfactory to the Buyer (the “▇▇▇▇ of Sale”), duly executed by Seller; (c) the subscription list in respect of the Buyer Stock Closing Consideration, duly executed by the Seller (the “Subscription List”); (d) duly executed assignment and assumption documents or instruments (in form and substance reasonably satisfactory to Buyer and Seller) assigning to Buyer all right, title and interest in and to the Intellectual Property Rights included in the Acquired Assets and pursuant to which Buyer assumes all the Assumed Liabilities; (e) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying (i) the incumbency of each officer executing this Agreement or any other documents and instruments to be executed and delivered pursuant hereto on behalf of Seller and (ii) that attached thereto are true and complete copies of all resolutions of the board of directors (or equivalent governing body) and holders of voting securities of the Seller authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the transactions contemplated hereby, and that all such resolutions are in full force and at and as of the Closing Date; (f) the Seller Closing Certificate; (g) evidence of the termination and release of any Encumbrance (other than Permitted Encumbrances) on any Acquired Asset, if applicable, in form and substance acceptable to Buyer; (h) the OCS Approval duly executed by the OCS; (i) subject to the provisions of Section 6.12 true, correct and complete copies of all Product Records currently possessed by the Seller; (j) the Valid Israeli Tax Certificate; (k) a true, correct and complete list of all Contracts that contain nondisclosure or confidentiality obligations that are binding on the Company with respect to the Business; and (l) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Acquired Assets, and simultaneously with such deliveries, all such steps will be taken by Seller as may be required to put Buyer in actual possession and operating control of the Acquired Assets.