Buyer and Sample Clauses
Buyer and. Seller acknowledge and agree that neither of them shall cause this Agreement, or any memorandum thereof, to be recorded.
Buyer and. Ericsson Companies shall obtain and retain full and complete ownership to any Buyer Design, Buyer Documentation as well as all Intellectual Property Rights incorporated therein. Seller shall always assist and issue necessary documents in order to secure such ownership.
Buyer and. Stockholders shall each pay to the Escrow ------------ Agent one-half the fee determined by the Escrow Agent, from time to time, to be applicable to this escrow and bear all costs and expenses incurred by the Escrow Agent in connection therewith. The Escrow Agent's fees, as in effect on the date hereof, are attached hereto as Schedule A. ----------
Buyer and. KM Interstate shall have entered into an operating lease for the assets subject to the KM LLC Agreement, in form and substance reasonably satisfactory to Buyer and KMI.
Buyer and. Sellers acknowledge and agree that the lender that funded the Closing Deposit may provide notices under this Section 4.05 directly to Sellers pursuant to the requirements of Section
12.01. Buyer hereby authorizes Sellers, and Sellers hereby agree, to accept such notices from such lender under this Section 4.05 as if given by Buyer.
Buyer and. [Holder] hereby severally agree to indemnify Escrow Agent for, and hold it harmless against, any and all claims, suits, actions, proceedings, investigations, judgments, deficiencies, damages, settlements, liabilities and expenses (including reasonable legal fees and expenses of attorneys chosen by Escrow Agent) as and when incurred, arising out of or based upon any act, omission, alleged act or alleged omission by Escrow Agent or any other cause, in any case in connection with the acceptance of, or performance or non-performance by Escrow Agent of, any of Escrow Agent’s duties under this Escrow Agreement, except as a result of Escrow Agent’s willful misconduct, gross negligence, bad faith or willful breach of this Escrow Agreement. The parties shall severally allocate the responsibility for the indemnity obligations contained in this Section 7.4 in the same manner as the responsibility for fees and expenses are allocated in Section 7.3. The foregoing indemnity shall survive the termination of this Escrow Agreement. Except in cases of Escrow Agent’s willful misconduct, gross negligence, bad faith or willful breach of this Escrow Agreement, Escrow Agent shall be fully protected by acting in reliance upon any certificate, statement, request, notice, advice, direction or other agreement or instrument or signature believed by Escrow Agent to be genuine, by assuming that any Person (as defined in Section 16.4) purporting to give Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Escrow Agreement or Escrow Agent’s duties hereunder, has been duly authorized to do so, or by acting or failing to act in good faith on the advice of any counsel retained by Escrow Agent. Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission, except as a result of its willful misconduct, gross negligence, bad faith or willful breach of this Escrow Agreement.
Buyer and. Merger Sub shall pay or deliver (by check or by wire transfer in the case of cash), as applicable, promptly to the Stockholder Representative for the account of the Stockholders, subject to Section 10.4(d), any Milestone Payments which become payable under the terms of this Agreement. Upon receipt, such Milestone Payments shall be distributed by the Stockholder Representative to the Stockholders from which a properly executed Letter of Transmittal and duly endorsed Certificate (or Certificates, as applicable) have been received in accordance with Section 1.10 (b) above, in cash and/ or Buyer Common Stock, as the case may be in respect of the Cash Payment Shares and Mixed Payment Shares, as provided for or contemplated by Section 1.9 (b) hereof and otherwise in accordance with the terms hereof. In order to facilitate or assist the Stockholder Representative in distributing the Milestone Payments to the Stockholders as herein provided, Buyer shall cause the Exchange Agent to provide to the Stockholder Representative prior to the first Milestone Date and from time to time thereafter when appropriate or upon the request of the Stockholder Representative, a tally sheet identifying those Stockholders from whom or which a properly executed Letter of Transmittal and duly endorsed Certificate (or Certificates, as applicable) had been received in accordance with Section 1.10 (b) above, and to whom or which the Milestone Payments are to be distributed in accordance with and subject to the terms hereof. Any portion of any Milestone Payment which remains undistributed to the holders of the Certificates for twelve (12) months after the last to occur of the Milestone Dates shall be delivered to the Surviving Corporation. Any holders of shares of Company Common Stock prior to the Merger who have not theretofore submitted to the Surviving Corporation, the Certificate, the Letter of Transmittal, the Form W-9 or Form W- 8BEN, as applicable, and such other documents as the Exchange Agent shall require pursuant to Section 1.10(b), shall thereafter look only to the Surviving Corporation and only as general creditors thereof for payment of the Milestone Payment. In addition, the Stockholder Representative shall have the right to retain the Exchange Agent (or another exchange agent appointed by the Stockholder Representative) to perform the duties otherwise to be performed by the Stockholder Representative hereunder with such appointment to be effective upon notice to that effect...
Buyer and. Sellers acknowledge that all information furnished to or obtained by Buyer or Buyer Representatives pursuant to this Section 6.2 shall be subject to the provisions of the Confidentiality Agreement and shall be treated as "Proprietary Information" (as defined in Section 1.1).
Buyer and. Sellers together may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect. In the event of such termination, Buyer and Sellers shall before the date of such termination jointly appoint a successor Escrow Agent, and the Escrow Agent shall deliver the remaining Escrow Funds to such successor Escrow Agent.