PURCHASER'S ACTIONS. 5.1 The Seller and the Promoters shall not be liable in respect of a claim under the Transaction Documents to the extent that the claim would not have arisen but for a breach of this Agreement by the Purchaser.
PURCHASER'S ACTIONS. No member of the Sellers’ Group shall have any liability for any Loss to the extent that such Loss would not have arisen but for any change in the accounting policies, practices or procedures adopted by any member of the Purchasers’ Group or the Target Companies, or for any other voluntary act or any omission by any member of the Purchasers’ Group or the Target Companies after the Closing Date other than bona fide changes in the business or operation of the Target Companies implemented by the Purchasers’ Representative in the Ordinary Course following the Closing Date.
PURCHASER'S ACTIONS. Nothing in this Article VII shall require the continued employment of any Person or prevent the Purchaser from taking any action or refrain from taking any action which the Seller or any Associates of Seller, prior to the Closing Date, could have taken or refrained from taking.
PURCHASER'S ACTIONS. If Purchaser, or any person or entity on Purchaser’s behalf or at Purchaser’s discretion or direction, brings any proceeding or action to contest, enjoin, interfere with, restrict or limit, in any way whatsoever, any one or more draw requests or payments under the Letter of Credit, and if Purchaser does not prevail in such action, Purchaser will be liable for any and all direct damages resulting therefrom or arising in connection therewith, including, without limitation, reasonable attorney’s fees and costs.
PURCHASER'S ACTIONS. 16 Section 11.12
PURCHASER'S ACTIONS. Except as otherwise provided herein, all consents and other determinations to be made by the Purchasers pursuant to this Agreement shall be made by Purchasers holding a majority-in-interest of the Registrable Securities, determined as if all of the Notes and Warrants outstanding have been converted into or exercised for Registrable Securities.
PURCHASER'S ACTIONS. 8.11 The Seller shall not be liable in respect of a General Warranty Claim or Claim for breach of Tax Warranty to the extent that the General Warranty Claim or Claim for breach of Tax Warranty would not have arisen but for anything voluntarily done or omitted to be done after Completion by the Purchaser or any of the Group Companies of which the Purchaser or Group Company was aware or ought reasonably to have been aware would give rise to the General Warranty Claim or Claim for breach of Tax Warranty, unless that thing done or omitted to be done is:
PURCHASER'S ACTIONS. On the Closing Date, the Purchaser shall take the following actions:
PURCHASER'S ACTIONS. Purchaser shall transfer to Seller (by wire transfer to a bank account to be notified by Seller to Purchaser) the Total Net Purchase Price of CHF 179,193,000.—, to be credited and available for Seller on Seller’s bank account on 11 a.m., Swiss time, on the Closing Date. Furthermore Purchaser shall repay by wire transfer the intercompany loans Seller and Seller’s Affiliated Companies have granted to the Companies as listed in Schedule 3.3.2 (such loans shall be taken into account as financial debt in the calculation of the Closing Date Net Working Capital Amount). Any amount not repaid on the Closing Date shall be repaid as soon as possible thereafter, and shall accrue interest equal to 6 % p.a. from the Closing Date.
PURCHASER'S ACTIONS. Notwithstanding anything to the contrary provided herein or elsewhere, the Purchasers may only act with respect to this Agreement, the Pledged Securities and Pledge Collateral based upon unanimous written consents of both Purchasers.
