2By Buyer Sample Clauses

2By Buyer. (a) The Buyer must not, without the prior written consent of the Financier, assign, transfer or otherwise dispose of to any person any of its rights, benefits or obligations under this deed or the Contract. (b) The Financier must not withhold or delay its consent to the assignee or transferee proposed under paragraph (a) if the proposed assignee or transferee: (i) is another agency or entity acting on behalf of the Commonwealth of Australia; and (ii) enters into any deed or written instruments in favour of the Financier, as may be reasonably required by the Financier, for the purpose of assuming the obligations imposed on the Buyer under, and agreeing to be bound by the terms of, this deed and the Contract.

2By Buyer. Buyer represents and warrants to Seller as of the Effective Date that: (a) Buyer is duly created and validly existing pursuant to the laws of the jurisdiction of its organization and is or will be duly qualified to do business in the jurisdiction in which the Property is situated if and to the extent that such qualification is required. (b) Buyer has the capacity and authority to execute this Agreement and perform the obligations of Buyer under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by Buyer has been taken, and such action has not been rescinded or modified. Upon the execution of this Agreement, this NAI-1510716910v10 ​ Agreement will be legally binding upon Buyer. The person signing this Agreement on behalf of Buyer has been duly authorized to sign and deliver this Agreement on behalf of Buyer. (c) Buyer is not subject to any judgment or decree of a court of competent jurisdiction or governmental agency that would materially adversely limit or restrict Buyer’s right to enter into and carry out this Agreement. (d) Neither the execution of this Agreement nor the consummation of the transactions contemplated herein by Buyer will constitute a breach under any contract or agreement to which Buyer is a party or by which Buyer is bound or affected, in each case, which breach would materially adversely limit or restrict Seller’s right to enter into or ability to carry out this Agreement. (e) No consent or approval of any third party (including, without limitation any governmental authority) is or was required in connection with Buyer’s execution and delivery of this Agreement or its consummation of the transaction contemplated herein. (f) None of the funds to be used for payment by Buyer of the Purchase Price will be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property Seizure), Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001, or the USA Patriot Act. (g) Buyer and its parent, Consolidated-Tomoka Land Co. (“Buyer Parent“) are not persons or entities with whom U.S. persons are restricted from doing business with under the regulations of OFAC (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who...

2By Buyer. Buyer shall deliver or cause to be delivered to Seller at the Closing: (a) payment of the Closing Date Payment Amount in accordance with Section 2.5 and the Closing Statement; (b) the Bill of Sale, duly executed by Xxxxx; (c) the Transition Services Agreement, duly executed by Xxxxx; (d) the Seller Note, duly executed by Xxxxx; (e) the Consulting Agreements, duly executed by Xxxxx Xxxxxxxxx; (f) a copy of the Closing Statement, duly executed by Xxxxx; and (g) the Lease Assignments, duly executed by Xxxxx.

2By Buyer. Buyer has the corporate authority to issue the HSTC shares and enter this Agreement. ·Buyer’s shares are duly authorized and validly issued.

2By Buyer. Buyer shall indemnify and hold harmless Parent and Sellers from and against all Losses asserted against, imposed upon, or incurred by Parent and Sellers by reason of or resulting from: (a) any inaccuracy or breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement; (b) any breach of any covenant of Buyer contained in or made pursuant to this Agreement; or (c) any default by the Company under the Contract listed as Item 2 of subclause (f) of Section 3.16 of the Disclosure Schedule, if and to the extent such default occurs after the Closing (including any acceleration of Xxxxxx Xxxxxx'x and Xxxx Xxxxxx'x personal guaranty thereof, if and to the extent such acceleration occurs as a result of any such default).