Purchaser Agreements Sample Clauses
The Purchaser Agreements clause outlines the specific commitments and obligations that the buyer undertakes as part of a transaction. Typically, this clause details requirements such as payment terms, compliance with applicable laws, and the provision of necessary information or documentation to the seller. By clearly defining what is expected from the purchaser, this clause helps ensure that both parties understand their responsibilities, thereby reducing the risk of disputes and facilitating a smoother transaction process.
Purchaser Agreements. By virtue of a completed transaction, inclusive of all applicable and related agreements, Purchaser acknowledges, agrees and stipulates without more that Purchaser is not Google's agent or partner or in a joint venture with Google, and Purchaser further acknowledges, agrees and stipulates that Google is a processor, and Purchaser is the controller of any such data, as the terms “controller”, “processed”, “processor” and “personal data” have the meaning currently ascribed in the European Data Protection Legislation. Purchaser shall disclaim, to the extent permitted by applicable law: (i) Woolpert or Google’s liability for any damages, whether direct, indirect, incidental or consequential, arising from ▇▇▇▇▇▇▇▇’▇ distribution and resale of the Services to Purchaser; and (ii) all warranties with respect to the Services on behalf of Google, including, warranties of merchantability, fitness for a particular purpose, and non-infringement.
Purchaser Agreements. (a) The Purchaser hereby agrees, as of the date hereof until the earlier of the Expiration Date or the date that the Warrants have been fully exercised (but in all cases, until the first anniversary of the Second Closing), that neither it, Parent nor any subsidiary of Parent will acquire any additional shares of Common Stock without the prior approval of the Company's Board (other than shares of Common Stock acquired upon the exercise of any of the Warrants or pursuant to the exercise of the Purchaser's preemptive rights under Section 6.2 hereof).
(b) The Purchaser agrees, as of the Second Closing Date, that so long as the Purchaser, Parent and Parent's subsidiaries hold, in the aggregate, more than 20% of the outstanding Common Stock of the Company, the Purchaser, Parent and Parent's subsidiaries will not transfer, in the aggregate, more than 5% of the outstanding Common Stock of the Company in any three-month period without the approval of the Company's Board (other than pursuant to the exercise of the Purchaser's registration rights under the Registration Rights Agreement).
(c) The Purchaser shall, subject to any rule or regulation of Nasdaq, vote, or cause to be voted, all shares of Common Stock of which it or any of its affiliates is the direct or indirect beneficial owner in favor of the Proposals at the Shareholders Meeting.
Purchaser Agreements. 34 9. Indemnification................................................................................34
Purchaser Agreements. Other than the Agency Agreement, there are no agreements, written or oral, to which Purchaser is a party relating to the acquisition, disposition or voting of the capital stock of the Company. In the event any such agreement is entered into by the Purchaser, Purchaser shall be obligated to deliver a copy thereof to the Company or notify the Company of any such oral agreement.
Purchaser Agreements. Notwithstanding anything to the contrary in these terms and conditions the Purchaser and it's personnel will not:
Purchaser Agreements. Purchaser shall have duly executed and delivered to Seller the following agreements (collectively, the “Purchaser Agreements”):
(i) An officer’s certificate signed by a duly authorized officer of Purchaser and certifying as to the satisfaction of the conditions set forth in Section 7.2(a) hereof; and
(ii) A certificate signed by the Secretary of Purchaser certifying as to the incumbency and signature of the officer(s) of Purchaser executing this Agreement and the Purchaser Agreements and as to the resolutions adopted by the board of managers of Purchaser authorizing the transactions contemplated hereby and thereby.
Purchaser Agreements. Purchaser covenants and agrees to:
(a) use commercially reasonable efforts to obtain from the appropriate States or other jurisdictions, licenses, or certificates evidencing the licensure or exemption of Purchaser or a designated affiliate of Purchaser as a mortgage lending company, mortgage broker or banker or otherwise so that Purchaser can operate the Business immediately following the Closing;
(b) obtain and use all commercially reasonable best efforts to maintain throughout the Earnout Period for, the Business (effective from and after the Closing Date) a warehouse line or warehouse lines with terms substantially similar to or more favorable to Purchaser than the terms (as of the Closing Date) of the various credit facilities in existence between Seller and UBS Warburg Real Estate Securities Inc. (“UBS Warehouse Line”), and pursuant to the Mortgage Warehouse Loan and Security Agreement between Seller and Colonial Bank (“Colonial Warehouse Line”);
(c) maintain Purchaser and all of Purchaser’s bank subsidiaries as “well capitalized and well managed” through the Closing Date for purposes of all Governmental Authorities; and
(d) (i) offer, promptly after the announcement of this Agreement, all employees of Seller (provided they are in Seller’s employment at the Closing) employment with Purchaser at their present salaries, provided, however, Seller shall employ such employees at will except where Seller has entered into employment agreements with such employees; (ii) provide compensation, health, welfare, benefit and incentive plans and arrangements to the acquired employees from and after the Effective Time, provided, however, that Purchaser shall not be responsible for any compensation, health, welfare, benefit or incentive obligations which arose at any time prior to the Effective Time, including but not limited to such obligations of Seller with respect to Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇; (iii) provide employee benefits (other than equity or stock-based incentives) to the acquired employees on terms and conditions which in the aggregate are comparable to the benefits currently provided by Seller to its similarly situated personnel, provided, however, that Purchaser may provide 401(k) benefits to the acquired employees under Purchaser’s existing 401(k) plan or under a newly established 401(k) plan so long as such 401(k) plan exists and is qualified on or has been submitted to the Internal Revenue Service for a favorable determination letter a...
Purchaser Agreements