NO OTHER TRANSACTIONS; RELEASE Sample Clauses

NO OTHER TRANSACTIONS; RELEASE. Other than the Transactions, there shall be no other issuances of capital stock, redemptions, repurchases or exchanges of capital stock, cancellations of options, purchases of stock, payments of any bonuses, deferred bonuses, payments of transaction fees or other fees, loans or option grants, in each case effected on, after or before the Closing Date in any way related to or in contemplation of, the Recapitalization. Each of the Responsible Shareholders agrees and acknowledges that as a result of the Transactions, certain payments, consideration and benefits are being provided to certain Shareholders but not all Shareholders and that certain Shareholders are receiving different consideration, taken as a whole, for the sale of their shares of Common Stock than other Shareholders are receiving for the sale of their shares of Common Stock. The Responsible Shareholders hereby release the Company, its Subsidiaries and the Investors, their Affiliates, members, partners (including limited partners), officers, directors, employees, independent advisors and agents from any claims, Losses, damages or costs arising from the Transactions, including claims, Losses, damages or costs in connection with the fact that certain Shareholders may be, taken as a whole, receiving disparate treatment in connection with the Transactions.
Sample 1
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NO OTHER TRANSACTIONS; RELEASE. Each of the Shareholders party hereto agrees and acknowledges that as a result of the Transactions, certain payments, consideration and benefits are being provided to certain stockholders of the Company but not all stockholders of the Company and that certain stockholders of the Company are receiving different consideration, taken as a whole, for the sale of their shares of capital stock of the Company than other Shareholders are receiving for the sale of their shares of capital stock of the Company. The Shareholders party hereto hereby release the Company, its Subsidiaries and the Investors, their Affiliates, members, partners (including limited partners), officers, directors, employees, independent advisors and agents from any claims, Losses, damages or costs arising from the Transactions, including claims, Losses, damages or costs in connection with the fact that certain Shareholders may be, taken as a whole, receiving disparate treatment in connection with the Transactions.
Sample 1

Related to NO OTHER TRANSACTIONS; RELEASE

  • Other Transactions Nothing contained herein shall preclude the Agent or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Amendments to Transaction Documents On and after the Closing Date, each of the Transaction Documents are hereby amended as follows:

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Validity of Contemplated Transactions The execution, delivery and performance of this Agreement by Buyer, the execution, delivery and performance by Buyer of the Collateral Documents to which it is a party and the consummation of the Transactions do not and will not (a) contravene any provision of the organizational documents of Buyer, or (b) constitute a breach of, or result in a Default under, or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which Buyer is a party or by which either Buyer or its assets is bound, or violate any provision of any applicable Law, permit or license to which Buyer is subject, where any such breaches, Defaults or violations would materially impair the ability of Buyer to consummate and perform the Transactions.

  • Amendments to Operative Documents Party B agrees that it will obtain Party A’s written consent (which consent shall not be unreasonably withheld) prior to amending or supplementing the Pooling and Servicing Agreement (or any other transaction document), if such amendment and/or supplement would: (a) materially adversely affect any of Party A’s rights or obligations hereunder; or (b) modify the obligations of, or impact the ability of, Party B to fully perform any of Party B’s obligations hereunder.

  • Consummation of the Transactions Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur upon the terms and conditions set forth herein. FCG shall cooperate with the Investor, and the Investor shall cooperate with FCG, in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement, and each party requesting such cooperation shall reimburse the other party's reasonable out-of-pocket expenses in providing such cooperation.

  • Validity of Contemplated Transactions, etc The execution, delivery and performance of this Agreement by Purchaser does not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other party to, (a) any existing law, ordinance, or governmental rule or regulation to which Purchaser is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Purchaser, (c) the charter documents or ByLaws of, or any securities issued by, Purchaser, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan or other instrument, document or understanding, oral or written, to which Purchaser is a party or by which Purchaser is otherwise bound. Except as aforesaid, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement by Purchaser.

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