Buyer’s Duties in Respect of Earnout Payments Sample Clauses

Buyer’s Duties in Respect of Earnout Payments. From the Closing Date through the end of the Earnout Years, Buyer will use commercially reasonable efforts to (a) prosecute patent applications in the United States and Germany for the Needleholder Product and the GuideWire Catcher Product, and (b) sell the Needleholder Product and the GuideWire Catcher Product in the United States and the European Union; in both cases, designating commercially reasonable resources and attention thereto. Seller and Aran acknowledge and agrees that the sole and exclusive right of Seller and Aran under this Section 2.08 will be for Upstream to receive up to the Earnout Payments payable pursuant to Section 2.08 if the conditions described above are actually achieved. Subject to Buyer’s above undertaking in this Section, Buyer will have the right to operate the Business as it chooses, in its sole discretion, that Buyer is not under any obligation to provide any specific level of investment or financial assistance to the Business or to undertake any specific actions (or to refrain from taking any specific actions) with respect to the operation of the Business and that Buyer is not representing or warranting that such conditions will be met nor will Seller have any claims against Buyer arising from the Business’s failure to meet for any reason any specific condition.
Sample 1
AutoNDA by SimpleDocs

Related to Buyer’s Duties in Respect of Earnout Payments

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable law):

  • Conditions Precedent to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):

  • Conditions Precedent to Obligation of Seller The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:

  • CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE The obligations of Seller to sell and transfer the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions:

  • Non-Compliance with Loan Documents (a) Failure by any Loan Party to comply with or to perform any covenant set forth in Section 10.1.5, 10.3(b), 10.5 or 10.9 or Section 11; or (b) failure by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document (and not constituting an Event of Default under any other provision of this Section 13) and continuance of such failure described in this clause (b) for 30 days.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law):

  • Conditions Precedent to the Seller’s Obligations The obligations of the Seller under this Agreement are subject to the satisfaction, on or prior to the Closing, of the following conditions, all or any of which may be waived in writing by the Seller:

  • Conditions Precedent to Obligations of Each Party The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

Time is Money Join Law Insider Premium to draft better contracts faster.