Business of Purchaser Sample Clauses

Business of Purchaser. Purchaser has been organized for the purpose of acquiring the Transferred Business and has not engaged in any other business (other than organizational and financing activities) or succeeded to the assets, business or liabilities of any other person or entity.
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Business of Purchaser. Purchaser was incorporated on June 1, 2006, and has no material assets or material liabilities and to Purchaser’s Knowledge will not have any material assets or material liabilities prior to Closing other than as contemplated by this Agreement or the Transaction Agreements.
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Business of Purchaser. Since its date of incorporation, Purchaser has not carried on any business nor conducted any operations other than the execution of this Agreement and the Equity Commitment Letters, the performance of its obligations hereunder and thereunder and matters ancillary thereto.
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Business of Purchaser. Purchaser has been formed solely for the purposes of consummating the transactions contem plated by this Agreement, has not conducted and will not conduct any independent business operations until the Closing Date.
Sample 1
Business of Purchaser. Purchaser does not carry on any active business and will not carry on any active business prior to the Effective Time other than to effect the transactions contemplated hereby.
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Business of Purchaser. Since September 30, 2002, neither Purchaser nor any Purchaser Subsidiary has in any respect which would be material to the financial operations of the Purchaser and the Purchaser Subsidiaries on a consolidated basis: (a) increased the wages, salaries, compensation, pension or other employee benefits payable to any executive officer, employee or director; (b) eliminated employee benefits; (c) deferred routine maintenance of real property or leased premises; (d) eliminated a reserve where the liability related to such reserve has remained; (e) failed to depreciate capital assets in accordance with past practice or to eliminate capital assets which are no longer used in its business; or (f) had extraordinary reduction or deferral of ordinary or necessary expenses.
Sample 1
Business of Purchaser. For purposes of this Agreement, the term "Business of Purchaser" shall mean the business of providing temporary corporate housing through leasing and sub-leasing commercial rental properties and residential rental properties, appropriately furnishing said properties and providing all amenities with respect thereto, including utilities, household goods, health and entertainment facilities and the like.
Sample 1
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Business of Purchaser. The Purchaser has been formed for the purpose of engaging in the transactions contemplated hereby and by the Ancillary Documents and to own directly the Company following the Closing. The Purchaser has not engaged in any business or activity of any type or kind other than in connection with this Agreement, the transactions contemplated hereby or the Ancillary Agreements, and activities in connection with or in furtherance thereof. At the time of Closing, the Purchaser will have no assets or liabilities except in connection with or in furtherance of the foregoing. 4.8
Sample 1

Related to Business of Purchaser

  • Status of Purchaser The Purchaser is a corporation duly incorporated, validly existing and in good standing and has the power and capacity to enter into this Agreement and carry out its terms; and

  • Rights of Purchaser The Capital Securities shall be offered and sold by the Trust directly to the Purchaser without registration of any of the Capital Securities, the Debentures or the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Offerors agree that this Agreement shall be incorporated by reference into the Subscription Agreement and the Purchaser shall be entitled to each of the benefits of the Placement Agents and the Purchaser under this Agreement and shall be entitled to enforce obligations of the Offerors under this Agreement as fully as if the Purchaser were a party to this Agreement. The Offerors and the Placement Agents have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations.

  • Nature of Purchaser Such Purchaser represents and warrants to, and covenants and agrees with, the Partnership that, (a) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

  • Lists of Purchasers Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 8.12, a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are not operated by a Loan Party, a list of the operators of such properties).

  • Sale of Purchased Assets On the terms and subject to the conditions contained in this Agreement, at Closing Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase, receive and accept from Seller, as they exist on the Closing Date, all right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the assets which are used in the conduct of the Business, other than Excluded Assets, including, without limitation, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct of the Business and miscellaneous inventories; (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any; (i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties with respect to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to the extent not received by Seller prior to the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed Contracts.

  • Status of Purchasers Such Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer.

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Organization of Purchaser Purchaser is a corporation organized and in existence under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

  • Representations of Purchaser Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

  • Experience of Purchaser Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

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