Action by Seller Sample Clauses

Action by Seller. Seller will not take or permit to be taken any ---------------- action or do or permit to be done anything in the conduct of the Business or otherwise, which would be contrary to or in breach of any of the terms, conditions or provisions of this Agreement, or which would cause any of the representations and warranties of Seller to be untrue as of the Closing Date or any time thereafter.
Sample 1See All (5)
Action by Seller. Subject to the terms and conditions ---------------- herein contained, on the Closing Date, Seller shall execute and deliver to Buyer this Agreement, the Indemnity Escrow Agreement, the Non-Compete Agreement, the Transitional Services Agreement, the Security Escrow Agreement, and the other agreements contemplated hereby, shall cause Xxxxxx X.X. Xxxxxx to execute and deliver the Consulting Agreement, and shall also execute and deliver to Buyer the following: (a) a duly executed Xxxx of Sale and Assignment in substantially the form of Exhibit 1 attached hereto and made a part --------- hereof; (b) assignments with respect to the Intellectual Property Rights (in forms suitable for recording in the United States Patent and Trademark Office and in the comparable offices of all relevant foreign jurisdictions) other instruments of transfer, including without limitation any assignments with respect to all Assumed Contracts including License Agreements; (c) all third-party consents and governmental and administrative approvals, as shall be, in the opinion of Buyer, necessary or appropriate in order to convey, transfer and assign to and vest in Buyer good and marketable right, title and interest in and to the Purchased Assets, free and clear of all liens, pledges, security interests, claims, charges and encumbrances of any nature whatsoever; (d) an opinion of Xxxx X. Xxxx, Esq., counsel for Seller, dated the Closing Date, in substantially the form of Exhibit 5 --------- attached hereto and made a part hereof; and (e) duly executed powers of attorney, in form and substance satisfactory to Buyer, authorizing the parties named therein to act on behalf of Vito's, Inc. and Holdings, as the case may be, in all capacities and in respect of all actions contemplated hereunder and under any document contemplated hereby.
Sample 1
Action by Seller. Seller shall use its best efforts to cause each of the conditions set forth in Section 6.1 to be fulfilled on or prior to the Closing Date.
Sample 1
Action by Seller. Upon the terms and subject to the conditions herein contained, at the Closing on the Closing Date, Seller and Shareholders will deliver to NMFS the following: (i) A duly executed Xxxx of Sale and Assignment in substantially the form of Exhibit 3.3(i) hereto; (ii) The certificate referred to in Section 7.1 hereof; (iii) The opinion of counsel for Seller and Shareholders referred to in Section 7.3 hereof; and (iv) Resolutions of Seller, certified by an appropriate officer, authorizing the execution, delivery and performance of this Agreement and the other agreements to be delivered by Seller in connection with the Closing hereunder.
Sample 1
Action by Seller. 9 8.2 Fees ........................................................... 9 8.3
Sample 1
Action by Seller. Subject to the terms and conditions herein contained, on the Closing Date Seller shall deliver to Buyer (in addition to the documents and instruments to be delivered by it pursuant to Article 3 and Section 8.1 hereof) the following: (a) a duly executed Xxxx of Sale and Assignment in substantially the form of Exhibit 1 attached hereto and made a part hereof; and (b) assignments with respect to the Intellectual Property Rights (in forms suitable for recording in the United States Patent and Trademark Office and in the comparable offices of all relevant foreign jurisdiction) other instruments of transfer, including without limitation any assignments with respect to all Assumed Contracts (including License Agreements); (c) all third party consents and governmental and administrative approvals, as shall be, in the opinion of Buyer, reasonably necessary or appropriate in order to convey, transfer and assign to and vest in Buyer good and marketable right, title and interest in and to the Purchased Assets, free and clear of all liens, pledges, security interests, claims, charges and encumbrances of any nature whatsoever; (d) an updated schedule containing a true and complete list of all Unearned Publisher Advance Commitments as of the Closing Date, in form consistent with Schedule 1.4(a)(v); (e) an updated schedule containing a true and complete list of the amount and scheduled payment date of all the unrecouped prepaid advances to audiobook publishers for audiobook titles as of the Closing Date, in form consistent with Schedule 4.8; (f) an updated schedule containing a true and complete list of all back order files and collections files relating to the Business as of the Closing Date, in form consistent with Schedule 1.2(viii); (g) an updated schedule containing a true and complete list of the Advertising Commitments as of the Closing Date, in a form consistent with Schedule 4.16; (h) an updated schedule containing a true and complete list of the Inventory as of the Closing Date, in a form consistent with Schedule 4.6A; and (i) Seller shall also enter into the Non- Compete Agreement, the Mailing Agreement and the Transitional Services Agreement, together with the other agreements contemplated hereby, at the Closing.
Sample 1
Action by Seller. Upon the terms and subject to the conditions ---------------- herein contained, at the Closing on the Closing Date, Seller and Shareholder will deliver to Purchaser the following: (i) A duly executed Xxxx of Sale and Assignment in substantially the form of Exhibit 3.3(i) hereto; (ii) The certificate referred to in Section 7.1 hereof; (iii) The opinion of counsel for Seller and Shareholder referred to in Section 7.3 hereof; and (iv) Resolutions of Seller, certified by an appropriate officer, authorizing the execution, delivery and performance of this Agreement and the other agreements to be delivered by Seller in connection with the Closing hereunder.
Sample 1
Action by Seller. At the Closing, Seller shall execute (as applicable), acknowledge and deliver, or cause to be executed and delivered, to Buyer, the following: a. Assignment and Warranty Bill of Sale, in substantialxx the form attached hereto as Exhibit A, covering all Assets. b. Executed copies of non-compete agreements, in the form attached hereto as Exhibit B, for each of the sixteen shareholders in RLA who does not own an existing, competing interest and is not engaged in a competing activity. c. Executed copies of non-compete agreements, in the form attached hereto as Exhibit C, for each of the two shareholders in RLA who owns an existing, competing interest or engages in a competing activity. d. Closing certificate executed by an authorized general partner of Seller stating that all representations and warranties of Seller set forth in any Transaction Document are true, complete and correct at the time of Closing, and that between the date hereof and the Closing, there has been no material change in the condition of the Assets or Seller's business. e. Closing certificate executed by the President of RLA stating that all representations and warranties of RLA set forth in any Transaction Document are true, complete and correct at the time of Closing and that RLA has no actual knowledge of a breach of a representation and warranty by either of the other Control Parties. f. Closing certificate executed by an authorized officer of CAHS stating that all representations and warranties of CAHS set forth in any Transaction Document are true, complete and correct at the time of Closing and that CAHS has no actual knowledge of a breach of any representation and warranty by either of the other Control Parties. g. Closing certificate executed by ROBERT BALL, M.D. stating thax xxx representations and warranties of ROBERT BALL, M.D. set fortx xx xxx Transaction Document are true, complete and correct at the time of Closing and that ROBERT BALL, M.D. has no axxxxx xxxxxedge of a breach of any representation and warranty by either of the other Control Parties.
Sample 1
Action by Seller. Upon the terms and subject to the conditions herein contained, at the Closing on the Closing Date, Seller will deliver to NMFS the following: (i) A duly executed Xxxx of Sale and Assignment in substantially the form of Exhibit 3.3(i) hereto; (ii) The certificate referred to in Section 7.1 hereof; and (iii) The opinion of counsel for Seller referred to in Section 7.3 hereof.
Sample 1

Related to Action by Seller

  • Termination by Seller This Agreement may be terminated by Seller and the purchase and sale of the Station abandoned, if Seller is not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:

  • Termination by Purchaser (i) This Agreement may be terminated by Purchaser at any time prior to the Closing, if (A) Seller shall have breached or failed to comply, in any material respect, with any of Seller’s covenants or agreements contained in this Agreement or (B) there shall have been a breach of or inaccuracy in any material respect when made with one or more of the representations or warranties of Seller contained in this Agreement and, in the case of clauses (A) and (B) above, such breach, failure or inaccuracy would give rise to the failure of a condition set forth in Section 7.01 to be satisfied, which breach, failure or inaccuracy is not cured (if capable of being cured prior to the Closing) within thirty (30) days (or by the Outside Date, if sooner) after receiving notice thereof from Purchaser; provided, that Purchaser may terminate this Agreement pursuant to this Section 9.01(b)(ii) only if at the time of termination (x) Purchaser is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and (y) Purchaser has satisfied those conditions set forth in Section 7.02 required to be satisfied by it (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing). (ii) This Agreement may be terminated by Purchaser if the Closing shall not have occurred on or before the Outside Date; provided, however, that (A) Purchaser may terminate this Agreement pursuant to this Section 9.01(b)(ii) only if at the time of termination (x) Purchaser is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and (y) Purchaser has satisfied those conditions set forth in Section 7.02 required to be satisfied by it (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing) and (B) Purchaser may not terminate this Agreement pursuant to this Section 9.01(b)(ii) during the pendency of any Legal Proceeding brought by Seller for specific performance of Purchaser’s obligation to consummate the Closing pursuant to Section 10.15. (iii) This Agreement may be terminated by Purchaser at any time prior to the Closing, if a final, non-appealable Closing Legal Impediment shall be in effect; provided, that Purchaser may not rely upon this Section 9.01(b)(iii) to terminate this Agreement if Purchaser’s failure to fulfill any obligation or condition under this Agreement materially contributed to the cause of such Closing Legal Impediment.

  • Investigation by Purchaser Purchaser acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company, which investigation, review and analysis was done by Purchaser and its Affiliates and/or Representatives. Purchaser acknowledges that it has had a full and fair opportunity to conduct such review, investigation, physical inspection and testing of the Assets of the Company, including without limitation, the Facilities and the Leased Real Property, as Purchaser deems necessary or advisable in connection with its acquisition of Company pursuant to this Agreement, and Purchaser has satisfied itself as to the condition of the Assets. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and has not relied on any factual representations, statements or opinions of Seller or its Representatives (except the specific and express warranties of the Seller set forth in Articles III and IV and the Disclosure Schedules thereto), including factual representations or opinions stated by the Seller or its Representatives during the course of the independent investigation, whether given orally or in writing. Purchaser hereby agrees and acknowledges that (a) other than the express warranties and representations made in Articles III and IV, none of the Seller, its Affiliates or its Representatives make or have made, and Purchaser has not and will not rely upon, any representation or warranty, express or implied, with respect to the Company or its Assets as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Company or its business by Purchaser after Closing, or (iii) the probable success or profitability of Company or its business after Closing, and (b) except in the event of any intentional, fraudulent misrepresentation of a material fact by Seller, none of Seller, its Affiliates or its Representatives will be subject to any liability to Purchaser or to any other Person resulting from the distribution to Purchaser, its Affiliates or Representatives of, or Purchaser’s use of, any information relating to the Company, its business or the Assets, and any information, documents, or material made available to Purchaser, whether orally or in writing, in certain “data rooms”, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement. Purchaser acknowledges that by proceeding with the Closing on its purchase of the Company, it will forever waive all claims against Seller or its Affiliates related to the condition of the Assets, including without limitation, all claims based on Environmental Conditions, and shall assume all defects in and all risks associated with the Assets.

  • Termination by Buyer This Agreement may be terminated by Buyer and the purchase and sale of the Station abandoned, if Buyer is not then in material default, upon written notice to Seller, upon the occurrence of any of the following:

  • Action by Consent Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.

  • Investigation by Buyer Buyer has undertaken an independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business and has performed all due diligence that it has deemed necessary to perform concerning the Business, the Purchased Assets, and the Assumed Obligations in connection with its decision to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and acknowledges that Buyer and Buyer’s Representatives have been provided access to the personnel, properties, premises and records of Seller for such purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer: (a) acknowledges that none of Seller or any of its Affiliates or any of Seller’s Representatives makes or has made any representation or warranty, of any kind or nature whatsoever, oral or written, express or implied (including, but not limited to, any relating to (a) projections, estimates or budgets delivered or made available to Buyer (or any of its Affiliates, officers, directors, employees or representatives) of, except as set forth in Section 5.4, the future results of operations (or any component thereof), cash flows or financial condition (or any component thereof), of the Business; (b) future business, operations, revenues or profits of the Business; (c) maintenance, repair, condition, design, performance, value, merchantability or fitness for any particular purpose of the Purchased Assets; or (d) as to the accuracy or completeness of any of the information provided or made available to Buyer or Buyer’s Representatives), except for those representations and warranties expressly set forth in Article V of ‎this Agreement (as qualified by the Seller Disclosure Schedules), and Seller hereby disclaims any such other representations or warranties; (b) agrees, to the fullest extent permitted by applicable Law, that none of Seller or any of its Affiliates or any of Seller’s Representatives shall have any liability or responsibility whatsoever to Buyer on any basis based upon any information provided or made available, or statements made, to Buyer or Buyer’s Representatives (including any forecasts or projected information), except that the foregoing limitations shall not apply with respect to Seller to the extent Seller has liability for indemnification pursuant to ‎Article IX for the breach of the specific representations and warranties set forth in ‎Article V of this Agreement (as qualified by the Seller Disclosure Schedules), but always subject to the limitations and restrictions contained herein; (c) acknowledges that, except as expressly set forth in this Agreement, there are no representations or warranties of any kind, express or implied, with respect to the Business, the Purchased Assets or the Assumed Obligations; and (d) none of Seller, its Affiliates or Seller’s Representatives shall have any liability or responsibility based upon any information provided or made available or statements made or omissions therefrom to Buyer, its Affiliates or their respective Representatives, except as and only to the extent expressly set forth in ‎Article V of this Agreement (as qualified by the Seller Disclosure Schedules).

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • Action by Vote When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these By-Laws. Subject to applicable law, the Trustees by majority vote may delegate to any one of their number their authority to approve particular matters or take particular actions on behalf of the Trust.

  • Termination by Parent This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

  • Action by Agent The obligations of the Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article 6.