Purchaser’s Surviving Obligations definition

Purchaser’s Surviving Obligations means Purchaser’s obligations under Sections 5.1, 5.3, 9.1, 11.8 and 11.18 of this Agreement
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Purchaser’s Surviving Obligations. As defined in Section 3(c).
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Purchaser’s Surviving Obligations means Purchaser’s indemnification obligations under Sections 5.1 and 9.1.
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Examples of Purchaser’s Surviving Obligations in a sentence

  • The payment and performance of the above as liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the applicable event, except only for damages under Purchaser’s Surviving Obligations, irrespective of the time when the inquiry about such damages may take place.

  • If Purchaser exercises that termination right, then the Deposit will promptly be returned to Purchaser, following which the parties shall have no further obligation to each other except for Purchaser’s Surviving Obligations.

  • If the Termination Notice is timely given on or before the last day of the Due Diligence Period, the Escrow Agent shall promptly return the Initial Deposit to Purchaser pursuant to Section 2(c)(1), and, except for Purchaser’s Surviving Obligations, no party shall have any further liability to any other party under this Agreement.

  • If Seller terminates this Agreement pursuant to Section 8(j), this Agreement shall become null and void, no party shall have any further liability or obligation to any other party under this Agreement, except for Purchaser’s Surviving Obligations and the Escrow Agent shall pay $250,000 of the Deposit to Seller and the Escrow Agent shall pay the balance of the Deposit to Purchaser.

  • If Seller terminates this Agreement pursuant to Section 13(a)(2), this Agreement shall become null and void, no party shall have any further liability or obligation to any other party under this Agreement, except for Purchaser’s Surviving Obligations, and the Escrow Agent shall pay the Deposit to Seller.

  • If Purchaser fails to deliver the Deposit to Escrow Agent within such three (3) Business Days, Seller may terminate this Agreement by written notice to Purchaser at any time after such three (3) Business Days’ time period but prior to Purchaser depositing the Deposit with Escrow Agent, in which event the parties hereto shall have no further obligations hereunder, except for Purchaser’s Surviving Obligations or any other provisions of this Agreement that expressly survive termination.

  • If Purchaser fails to deliver such addition to the Deposit to the Escrow Agent within one (1) Business Day after the expiration of the Study Period, this Agreement shall terminate, in which event the initial Deposit made under this Section 3.1 shall be delivered to Purchaser, this Agreement shall terminate and, except with respect to Purchaser’s Surviving Obligations and Sellers’ Surviving Obligations, Sellers and Purchaser shall have no further obligations or liabilities to each other hereunder.

  • If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Subject Interests in accordance with the terms of this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Sellers as liquidated damages; and (c) except for Purchaser’s Surviving Obligations and Purchaser’s obligations under Section 5.2, Sellers and Purchaser shall have no further obligations to each other.

  • If Purchaser does not pay the Additional Deposit to the Escrow Agent on or before the Due Diligence Termination Date, with time being of the essence, this Agreement shall automatically terminate on the Due Diligence Termination Date, the Escrow Agent shall promptly pay the Initial Deposit to Purchaser and neither party shall have any further liability or obligation to the other party under this Agreement, except for the Purchaser’s Surviving Obligations.

  • If Purchaser fails to send a Notice to Proceed on or prior to the expiration of the Study Period, this Agreement shall automatically terminate and thereupon (i) the Deposit shall be returned to Purchaser, and (ii) except for Purchaser’s Surviving Obligations or any other provisions of this Agreement that expressly survive termination, Seller and Purchaser shall have no further obligations or liabilities to each other hereunder.

Related to Purchaser’s Surviving Obligations

  • Surviving Obligations means any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or which survive such expiration or termination by their own terms.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • Existing Obligations means the “Obligations” as defined in the Existing Credit Agreement.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Seller Ancillary Documents means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Transfer Documents shall have the meaning set forth in Section 2.1(b).

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

  • Continuing Obligations mean obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.