Deliveries by the Buyer and the Buyer Parent. The Buyer and the Buyer Parent will deliver or cause to be delivered to Axle or the Paying Agent, as applicable:
Deliveries by the Buyer and the Buyer Parent Sample Clauses
Related to Deliveries by the Buyer and the Buyer Parent
Deliveries by the Buyer At the Closing, the Buyer shall deliver the following:
Closing Deliveries by the Sellers At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:
Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:
Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:
By the Buyer Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.
Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:
Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:
Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:
