Subsequent Matters Clause Samples

Subsequent Matters. The Seller shall not be liable under or otherwise in connection with this Agreement in respect of any matter, act, omission or circumstance to the extent that the matter, act, omission or circumstance would not have occurred but for, or to the extent that, the Damages in connection with the matter, act, omission, or circumstances are increased by:

Subsequent Matters. Aegon and Aegon Europe are not liable under or otherwise in connection with this Agreement in respect of any matter, act, omission or circumstance to the extent that the matter, act, omission or circumstance would not have occurred Aegon Annual Report on Form 20-F 2022 | 527 About Aegon Governance and risk management Financial information Non-financial information but for, or to the extent that the Damages of ASR in connection with the matter, act, omission, or circumstances are increased by: a. anything done after the date of this Agreement at the written request or with the written approval of ASR or any other member of the ASR Group; b. any voluntary act of ASR, its Affiliates or the ASR Representatives, or successors in title, as from the Closing Date, including any change in the nature or conduct of the business as carried on by the Group Companies as at the Closing Date; or c. the passing of, or any change in, any Applicable Law or published administrative practice of any Authority as from the date of this Agreement.

Subsequent Matters. Upon the Closing, Charles Greenberg (and the other individuals hereinafter) who sh▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ to the Board of Directors, hereby agrees that in such capacity that UniPro will adopt a Director's Resolution authorizing the Corporate Secretary or UniPro's counsel, upon the receipt of an appropriate shareholder representation letter and the original properly endorsed (if required) share certificate, to issue instructions and at UniPro's expense, a Rule 144 Opinion to UniPro's transfer agent with regard to the transfer of any or all of the restricted shares which are presently issued and outstanding. In recognition of the fact that no transfers of any such shares have taken place since their original issuance, UniPro will not require such shareholders to deliver a counsel opinion as regards the transfer, sale or the qualification of these shares under Rule 144(k) to have the restrictive legend removed, or any such shares presented by a brokerage firm pursuant to Rule 144, if applicable, so long as the proposed transfer, sale or qualification of shares would not violate any applicable securities law.

Subsequent Matters. Seller agrees that it shall promptly notify Purchaser of any casualty, condemnation or other material adverse event in connection with the Properties, and promptly notify Purchaser upon Seller’s receipt of any written notice of breach or default under any of the Leases or Contracts, any violation of applicable law in connection with the Properties and/or any Tenant vacating its leased premises within a Property.

Subsequent Matters. Forthwith after the Closing, TTXI, GreenWorks and the GreenWorks Shareholders, as the case may be, agree to use all their best efforts to:

Subsequent Matters. The Sellers are not liable under or otherwise in connection with this Agreement in respect of any matter, act, omission or circumstance to the extent that the matter, act, omission or circumstance would not have occurred but for, or to the extent that, the Losses of the Purchaser in connection with the matter, act, omission, or circumstances are increased by: (a) anything done or omitted to be done after the Offer Protocol Date at the written request or with the written approval of the Purchaser or any other member of the Purchaser's Group; (b) any voluntary act or omission of the Purchaser, its Affiliates or their respective Representatives, or successors in title, after the Completion Date, including any change in the nature or conduct of the business as carried on by the Group Companies at the Completion Date; (c) the passing of, or any change in, any Law or published administrative practice of any Governmental Authority as from the Effective Date; or (d) any voluntary change as from the Completion Date of the Accounting Principles or any generally accepted interpretation or application of the Accounting Principles.

Subsequent Matters. If at any time after the Closing, Parent will consider or be advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable (i) to vest, perfect or confirm ownership (of record or otherwise) in Parent, its right, title or interest in, to or under any or all of the Shares, (ii) to vest, perfect or confirm ownership (of record or otherwise) in the Company, any of its rights, properties or assets, (iii) to provide factual information relating to the Company’s ownership history in connection with any Tax filings or positions, or (iv) to otherwise carry out this Agreement, the applicable Securityholder and, if necessary, the Representative on behalf of the Securityholders, shall execute and deliver all deeds, bills of sale, instruments of conveyance, powers of attorney, assignments and assurances and take and do all such other actions and things as may be reasonably requested by Parent at no cost to them in order to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in Parent or the Surviving Corporation or otherwise to carry out this Agreement.

Subsequent Matters. Forthwith after the Closing, BIB, Incode and Incandent, as the case may be, agree to use all their best efforts to:

Subsequent Matters. 3.1 Party C hereby waives the Borrowing at an aggregate outstanding amount of RMB48,654,346 by MEI Yongkai and ▇▇▇ ▇▇▇▇▇▇▇. 3.2 Each of Party C and Party D shall immediately submit application to competent industrial and commercial administration to cancel the equity interest registration under each of the Equity Interest Pledge Agreements. Party A shall return to each of Party D the register of members and the original capital contribution certificate respectively, if available. 3.3 Upon cancellation of the equity interest registration contemplated under Section 3.2, each of SHA Yong, YING Huiling and YIN Hao shall transfer all of their respective equity interests in Party C to MEI Yongkai at the lowest price permitted under the laws of the People’s Republic of China. Upon completion of the transfer of equity interests, none of SHA Yong, YING Huiling and YIN Hao will have any rights or obligations as shareholder of Party C. Each of SHA Yong, YING Huiling and YIN Hao shall also grant their respective price received from such equity interest transfer to Party A or any individual or organization designated by Party A without consideration. 3.4 Each of MEI Yongkai and ▇▇▇ ▇▇▇▇▇▇▇ agrees to dispose all of the 659,730 ordinary shares of Party B held by the BVI Companies according to the arrangement of Party B in such manner permitted under applicable laws, including without limitation procuring BVI Companies to convert all of the 659,730 ordinary shares of Party B into the American Depository Shares (the “ADSs”) which are tradable in public markets in the U.S. as required by the depository bank of Party B, Party B’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and applicable laws, or to transfer such ordinary shares to any individual or organization designated by Party A. Upon such disposition or transfer, Party B will amend its register of members to reflect that none of MEI Yongkai, ▇▇▇ ▇▇▇▇▇▇▇ or their respective BVI Companies holds any stock of Party B. 3.5 Upon completion of the obligations under Section 3.4, each of MEI Yongkai and ▇▇▇ ▇▇▇▇▇▇▇ shall immediately submit application to competent foreign currency administration to cancel their respective foreign currency registration for overseas investment by individuals in connection with their investment in Party B. Each of MEI Yongkai and ▇▇▇ ▇▇▇▇▇▇▇ shall and shall procure BVI Companies to execute all documents, take any actions, and provide full cooperation necessary to complete such cancellation procedures under arrangeme...