Obligations of Purchaser. The obligations of the Purchaser under this Receivables Purchase Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.
Obligations of Purchaser. Parent shall take all action necessary to cause Purchaser and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Obligations of Purchaser. Parent shall cause Purchaser to perform when due its obligations under this Agreement and to consummate the Offer and the Merger pursuant to the terms and subject to the conditions set forth in this Agreement and the Offer.
Obligations of Purchaser. Prior to the Termination Date, or the earlier termination of this Agreement, the Purchaser shall not, directly or indirectly, negotiate or deal with any party other than PlantX relating to an Alternative Transaction involving the Purchaser or the acquisition by the Purchaser of all or any part of the outstanding shares or assets or property of any other person, or solicit enquiries or provide information with respect to same, provided that nothing herein shall prevent the board of directors of the Purchaser from responding to an unsolicited offer in accordance with their fiduciary duties as directors.
Obligations of Purchaser. At Closing Purchaser shall (1) deliver to the Closing Agent for disbursement the Purchase Price by wire transfer; (2) execute and deliver to the title insurance company issuing the Title Commitment ("Title Company") one (1) original counterpart of the closing statement setting forth the approved disbursements and expenses of the transaction ("Closing Statement") consistent with this Agreement in the form required by the Title Company; (3) deliver such documentation, as may be reasonably required by the Title Company, evidencing the status and capacity of Purchaser, (4) execute and/or provide such other reasonable documents as may be required to be executed and/or provided to complete the Closing, and (5) deliver written notice to the Escrow Holder instructing the Escrow Holder to deliver the Xxxxxxx Money to the Closing Agent for disbursement in accordance with the Closing Statement.
Obligations of Purchaser. It shall be a condition precedent to the obligation of the Company to register any Shares pursuant to this Section 5 that the Purchaser shall furnish to the Company such information regarding the Shares held and the intended method of disposition thereof and other information concerning the Purchaser as the Company shall reasonably request and as shall be required in connection with the registration statement to be filed by the Company. If after a registration statement becomes effective the Company advises the Purchaser that the Company considers it appropriate to amend or supplement the applicable registration statement, the Purchaser shall suspend further sales of the Shares until the Company advises the Purchaser that such registration statement has been amended or supplemented.
Obligations of Purchaser. From and after the Closing, Purchaser agrees to indemnify, defend and hold harmless each Seller from and against any and all Losses which any of them may suffer, incur, or sustain arising out of, attributable to, or resulting from: (a) any breach or nonperformance of any of the covenants or other agreements made by Purchaser in Article VI of this Agreement; (b) any inaccuracy in or breach of any of the representations and warranties of Purchaser contained in Article IV of this Agreement; (c) any obligations of any of the SMR Companies to the FSI ESOP arising prior to the Closing Date (including for the Department of Labor settlement described on Schedule 11.3 hereof provided that the accruals for such settlement are reflected on the Closing Balance Sheet), other than for the matters described in Section 11.2(d); (d) any claims by any employees or former employees of the SMR Companies, including, without limitation, relating to their employment with the SMR Companies, termination of employment or change in benefits or compensation, except for matters which would constitute a breach of the representations and warranties made by Seller in Section 3.12; or (e) any actions taken as a director, officer, partner or manager of any of the SMR Companies prior to the Closing Date to the maximum extent permitted for directors, officers, partners or managers under applicable state corporate, partnership and limited liability company laws, except for matters for which Purchaser is entitled to indemnification under Section 11.2; or (f) any Taxes imposed on any of the Sellers or SMR Companies with respect to taxable periods ending on or before the Closing Date or, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such period ending on the Closing Date (determined in accordance with Section 13.2(a)(ii)) by reason of (i) the Election (subject to Section 13.1(c)(iii) and the last sentence of Section 13.1(g)) or (ii) any action taken by any SMR Company (other than the Election) after the Closing or by or at the direction of the Purchaser (including without limitation the filing of an amended Tax Return for an SMR Company in respect of a period (or portion thereof) ending on or prior to the Closing Date without the consent of the Sellers).
Obligations of Purchaser. In connection with the consummation of a repurchase of the Assigned Interests pursuant to the Change of Control Payment or the Put Option, Purchaser agrees that it will (i) promptly but no later than three (3) Business Days execute and deliver to the Company such UCC termination statements and other documents as may be necessary to release Purchaser’s Lien on the Assigned Interests Collateral and otherwise give effect to such repurchase and (ii) take such other actions or provide such other assistance as may be necessary to give effect to such repurchase.
Obligations of Purchaser. Purchaser shall not participate in any registration statement hereunder unless each Purchaser agrees to (i) sell its Registrable Shares on the basis provided in any customary underwriting arrangements approved by the Company and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that Purchaser shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) Purchaser's ownership of Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (B) Purchaser's power and authority to effect such transfer, and (C) such matters pertaining to compliance with securities laws as may be reasonably requested.
Obligations of Purchaser. Purchaser has duly performed, complied with and fulfilled in all material respects all of the covenants, obligations and conditions under this Agreement that are to be performed, complied with and fulfilled by Purchaser before or at the Closing.
