Purchaser Parties Clause Samples

Purchaser Parties. INNOVIVA, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer INNOVIVA MERGER SUB, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President ENTASIS THERAPEUTICS HOLDINGS INC. By: /s/ Manoussos Perros Name: Manoussos Perros, Ph.D. Title: President and Chief Executive Officer

Purchaser Parties. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Purchaser Parties and the Company shall not have any rights to rely on or enforce any of the provisions hereof (except that (a) the provisions of Section 7.6, unless a Default or an Event of Default shall then exist, and of Sections 7.8(f) and 7.9(a) are also for the benefit of the Company and (b) the Company is entitled to rely on any release executed by the Administrative Agent as authorized by Section 7.8). In performing its functions and duties under the Note Documents, except as expressly otherwise provided in Section 8.6(c), the Administrative Agent shall act solely as Administrative Agent of the Purchasers and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Company.

Purchaser Parties. (a) Notwithstanding anything in this Agreement to the contrary, each of the Purchaser Parties shall be responsible for the Liabilities of the Purchaser Parties hereunder, severally but not jointly, without duplication, as follows: (i) GPFT Holdco shall bear 100%; (ii) GLAC shall bear (A) prior to the Closing, 20% or, from and after the effectiveness of any designation pursuant to the second sentence of Section 2.1(b), such lesser percentage equal to the aggregate percentage of Shares it has been designated to purchase and (B) from and after the Closing, such percentage equal to the aggregate percentage of Shares it actually purchases at the Closing; and (iii) Acorn Holdco shall bear (A) prior to the Closing, 80% or, from and after the effectiveness of any designation pursuant to the second sentence of Section 2.1(b), such greater percentage equal to the aggregate percentage of Shares it has been designated to purchase and (B) from and after the Closing, such percentage equal to the aggregate percentage of Shares it actually purchases at the Closing. (b) Without limiting Section 5.17(a), GPFT Holdco shall cause Acorn Holdco and GLAC to perform their respective obligations and satisfy their respective Liabilities under this Agreement, including as necessary compelling Acorn Holdco and GLAC to make payments and raise capital.

Purchaser Parties. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the other Purchaser Parties and the Company shall not have any rights to rely on or enforce any of the provisions hereof (except that (a) the provisions of Section 7.6, unless a Default or an Event of Default shall then exist, and of Sections 7.8(f) and 7.9(a) are also for the benefit of the Company and (b) the Company is entitled to rely on any [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. Nortel Note Purchase Agreement release executed by the Administrative Agent as authorized by Section 7.8). In performing its functions and duties under the Note Documents, except as expressly otherwise provided in Section 8.6(c), the Administrative Agent shall act solely as Administrative Agent of the Purchasers and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Company.

Purchaser Parties. Notwithstanding any other provision of this Agreement to contrary, in the event that the Mergers are not consummated, each of the Purchaser Parties agrees that it will be responsible for payment of any legal expenses incurred by them in connection with this Agreement and the transactions contemplated hereby, and that it shall have no right to seek reimbursement of such expenses from any other party. In the event that the Mergers are consummated, all fees and expenses incurred by the Purchaser Parties in connection with this Agreement and the transactions contemplated hereby, shall be included in the Per Share Transaction Expenses.

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Purchaser Parties. Schedule 3.2(d) attached hereto accurately identifies all Persons holding (i) a direct economic or voting interest in the Purchaser and (ii) an indirect economic or voting interest in the Purchaser of 5% or more other than any stockholders of Loral Space & Communications Inc. (“Loral”) who have reported their beneficial ownership of the capital stock of Loral on Forms 13D and/or 13G filed with the U.S. Securities and Exchange Commission at any time prior to the Closing Date (each such Person, a “Purchaser Party” and such Persons, collectively, the “Purchaser Parties”) as well as a description of the direct and indirect economic and voting interests of the Purchaser Parties in the Purchaser and specifying which of these Persons are Canadian (within the meaning of the Telecommunications Act). The information disclosed to the Seller on Schedule 3.2(d) attached hereto relating to the structure and governance of the Purchaser (the “Structural Information”) is complete and accurate in all material respects.