Purchaser and the Company Sample Clauses

Purchaser and the Company. Stockholders shall each (a) file within two business days after the execution of this Agreement with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission the pre-merger notifications required by the HSR Act from such party, requesting early termination of the waiting period thereunder, (b) respond promptly to inquiries to such party from such Authorities in connection with such filings, and (c) cooperate fully with one another in the preparation of such filings and responses.
Sample 1
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Purchaser and the Company. Stockholders shall each (and the Company Stockholders shall cause the Company and the Subsidiary to) give any notices to, make any filings with, and use their respective reasonable efforts to obtain any other authorizations, consents and approvals of any Authorities required to be obtained by any of them to consummate the transactions contemplated hereby.
Sample 1
Purchaser and the Company. Stockholders shall furnish or cause to be furnished to each other (at reasonable times) upon request as promptly as practicable such information (including access to personnel and books and records pertaining solely to the Company and the Subsidiary) and assistance relating to the Company and the Subsidiary as is reasonably necessary for the preparation, review, audit and filing of any Tax Return, the preparation for any Tax audit or the defense of any assessment or other similar claim, provided, that access shall be limited to those items pertaining solely to the Company and the Subsidiary. The party requesting information shall reimburse the other for the outside nonemployee costs of providing such information. Pursuant to the provisions of Section 8.5, Purchaser will provide the Company Stockholders with access to all books and records of with respect to consolidated, combined or unitary Tax Returns, including corporations other than the Company and the Subsidiary, schedules showing the items on such Tax Returns attributable to the Company and the Subsidiary, within 30 business days of a request therefor. Information to which this Section 8.8.4 applies shall not be disposed of by Purchaser until two months after the expiration of the applicable statute of limitations (including any extension thereof); provided, however, that in the event a proceeding has been instituted for which the information may be required prior to the expiration of the applicable statute of limitations, the information shall be retained until two months after there is a final determination with respect to such proceeding; provided, further, that Purchaser shall offer to the Company Stockholders the portions of all such Tax Returns pertaining to the Company and the Subsidiary.
Sample 1
Purchaser and the Company shall promptly notify each other of (a) the occurrence or non-occurrence of any fact or event which would be reasonably likely (i) to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time or (ii) to cause any material covenant, condition or agreement under this Agreement not to be complied with or satisfied in all material respects and (b) any failure of the Company or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect; provided, however, that no such notification shall affect the representations or warranties of any party or the conditions to the obligations of any party hereunder. . The Company shall not directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any corporation, partnership, person or other entity or group (other than Purchaser, any of its affiliates or representatives) concerning any proposal or offer to acquire all or a substantial part of the business or properties of the Company or any capital stock of the Company, whether by merger, tender offer, exchange offer, sale of assets or similar transaction involving the Company. . The Company shall not disclose to any other potential buyer that the Purchaser is acquiring the Company or the price or terms thereof without the prior written consent of the Purchaser. . The Company shall promptly submit this Agreement and the transactions contemplated hereby for the approval of the Shareholders as soon as practicable and shall use its best efforts to obtain shareholder approval of this Agreement and the transactions contemplated hereby. Except where otherwise indicated, the Company and the Key Shareholders jointly and severally warrant and represent to and covenant with Purchaser as follows: . The Company is a corporation, duly incorporated, validly existing and in good standing under Minnesota law. The Company has the corporate power and holds all rights, privileges, franchises, immunities, licenses, permits, authorizations and approvals (governmental or otherwise) necessary to own and operate its assets and to conduct its business as presently conducted, except where the failure of which to hold would not have a material adverse effect on the financial condition or operations of the Compa...
Sample 1

Related to Purchaser and the Company

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Liability of the Company and the Master Servicer The Company and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company or the Master Servicer, as applicable, herein.

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • THE COMPANY AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.....................................................

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Further Agreements of the Company and the Underwriters (a) The Company agrees:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Indemnification of the Company and the Guarantors Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

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