Contemplated Transaction. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party and the consummation by the Company of the Contemplated Transactions are within the corporate power and authority of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and each Ancillary Agreement to which the Company is (or will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by the Company and (b) is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid and binding obligation of the Company, Enforceable against the Company in accordance with its terms.
Contemplated Transaction. Section 5.02 Cost-Free Educational Account .......................... Section 3.02(b) Cross Default .......................................... Section 1.05(b)(i) DAETC ..................................................
Contemplated Transaction. The statements in the Prospectus under the heading “Recent Developments,” insofar as they purport to describe or summarize the terms or provisions of the Real Estate Purchase Agreement, dated as of June 19, 2014 (the “Contemplated Transaction Agreement”), are accurate descriptions or summaries in all material respects. The Contemplated Transaction Agreement has been duly authorized, executed and delivered by the parties thereto. To the knowledge of the Company and the Operating Partnership as of the date hereof, there is no fact or circumstance relating to the Contemplated Transaction Agreement which would cause the representations and warranties in this Section 1(a) to be untrue if the acquisition had been consummated as of the date hereof.
Contemplated Transaction. Subject to the satisfaction of the condition precedent to formation set out in clause 2.2, the parties agree to implement the Transaction on the terms and subject to the conditions of this document.
Contemplated Transaction. Each of the Sellers shall prepare and timely file any Tax Returns required to be filed by it in respect of such taxes.
Contemplated Transaction. Contemporaneously with the execution of this agreement, McMixxxx, XxdyBilt and the shareholders of BodyBilt shall deliver to McMixxxx x xetter of intent dated May 20, 1996 whereby BodyBilt will merger with a holding company formed by McMixxxx (xxreafter referred to as "Letter of Intent"). The type of merger contemplated is known as a forward triangular merger, which will be followed by an IPO (collectively referred to as "contemplated transaction.").
Contemplated Transaction. Seller will cooperate with Buyer and its counsel in the contest or defense of, and make available its personnel (if any) and provide any testimony and access to its books and Records in connection with any Proceeding involving or relating any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller, the Business, or the Assets.
Contemplated Transaction. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect any short sales or similar transactions in the future. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.12 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.12.
Contemplated Transaction. INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL;
Contemplated Transaction. 10.4 Seller covenants and agrees to forward to Buyer, within five (5)
