Actions by Buyer. Buyer will be able to take a wide range of actions relating to Seller, the Transactions, and the Transaction Documents, all without Guarantor’s consent or notice to Guarantor. Guarantor’s full and unconditional liability under this Guaranty will continue whether or not Guarantor has consented to such actions. Guarantor may disagree with or disapprove such actions, and Guarantor may believe that such actions should terminate or limit Guarantor’s obligations under this Guaranty, but such disagreement, disapproval, or belief on the part of Guarantor will in no way limit Guarantor’s obligations under this Guaranty.
Actions by Buyer. Buyer will be able to take a wide range of actions relating to Seller, the Transactions, and the Transaction Documents, all without Guarantor’s consent or notice to Guarantor. Guarantor’s full and unconditional liability under this Guaranty will continue whether or not Guarantor has consented to such actions.
Actions by Buyer. No later than Seven (7) business days after the Closing Date, Buyer shall deliver to Seller:
(a) The Payment from Buyer to Seller; and
(b) Those other closing documents which Seller may reasonably require.
Actions by Buyer. At closing, the Buyer shall deliver to Seller:
(a) The Assignment of Patents executed by Buyer in the form attached hereto as Exhibit “C”; and
(b) Those other closing documents which Seller may reasonably require.
Actions by Buyer. As soon as reasonably practicable following execution of this Agreement, but in no event later than five (5) business days from the date hereof, Buyer shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and any other ancillary documents pursuant to which the Offer shall be made (such Schedule 14D-1 and the documents therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to the filing thereof with the SEC. The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act, and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by Buyer with respect to information supplied by the Company or Sellers for inclusion in the Offer Documents. Each of Sellers, Buyer and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Buyer and the Company further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Buyer agrees to provide the Company and its counsel in writing with any comments Buyer or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments.
Actions by Buyer. Neither Buyer nor any Affiliate of Buyer will make (i) any election under Code Section 338 with respect to the acquisition of the Shares of a U.S. Group Entity pursuant to this Agreement, or (ii) except as expressly permitted by Section 5.6(l) of the Disclosure Schedule, any election (including any election under Treasury Regulation Section 301.7701-3) that would have effect on or prior to the Closing Date or create Tax liability with respect to any taxable period ending on or prior to the Closing Date or that is allocable (under Section 5.6(c)) to the portion of a Straddle Period that ends on the Closing Date. Buyer shall cause each Company and each Subsidiary to refrain from making any sale (or other disposition) of assets outside the ordinary course of business on the Closing Date after the Closing.
Actions by Buyer. Buyer shall have taken all actions and executed such documents as set forth in Section 2.2 hereof.
Actions by Buyer. At Closing, concurrently with, and in exchange for (Zug um Zug), the deliverables of Seller in accordance with Section 3.5.2, Buyer shall:
(a) pay the Preliminary Consideration and the Fixed Loan Consideration, in each case in USD, to the bank account(s) of Seller provided in writing to Buyer at least 5 (five) Business Days prior to Closing;
(b) deliver to Seller each of the Ancillary Agreements to which Buyer or its Affiliates is a party, duly executed by such party; and
(c) deliver to Seller the agreement contemplated in Section 5.4.17(d), duly executed by Buyer and|or its relevant Affiliate(s).
Actions by Buyer. Any and all decisions made by Buyer in good faith consistent with customary standards for loans of this type to take action or to not take action relative to a Loan, including, but not limited to, the sale or liquidation of a Loan, Mortgaged Property or collateral shall be final and conclusively binding upon Seller in the event Seller does not repurchase a Loan within ten (10) days of notification by Buyer pursuant to Sections 4.4, 5.2 and 5.3 of this Agreement.
Actions by Buyer. 16 (a) Payment . . . . . . . . . . . . . . . . . . . . . . . . 16 (b)
