Buyer Compliance. Buyer shall have performed all of the covenants, undertakings and obligations to be performed or complied with by Buyer at or prior to the Closing.
Buyer Compliance. 44 ATTACHMENTS Exhibit A Buyer Option Agreement Exhibit B Certificate of Merger Annex A Offer Conditions AGREEMENT AND PLAN OF MERGER AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 19, 2001, as amended and restated as of November 26, 2001, by and among EM Holdings, Inc., a Delaware corporation ("Parent"), Empire Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Buyer"), and eMachines, Inc., a Delaware corporation (the "Company," and together with its Subsidiaries from time to time (except as the context herein may otherwise require), the "Acquired Entities"). Capitalized terms used herein without definition have the meanings set forth in ARTICLE 1 or elsewhere in this Agreement. The parties entered into this Agreement on November 19, 2001 and desire to amend and restate this Agreement in its entirety as set forth herein. For purposes of this amended and restated Agreement, all references to "as of the date hereof" means as of November 19, 2001.
Buyer Compliance. Whenever this Agreement requires Buyer to take action, such requirement shall be deemed to include an undertaking on the part of the Parent to cause Buyer to take such action.
Buyer Compliance. 29 6.1.3 Certificate of the Buyer.................................................................29 6.1.4
Buyer Compliance. The Buyer and Metro shall have performed and complied in all material respects with each and every covenant and agreement required by this Agreement to be performed or complied with by it before or on the Closing Date;
Buyer Compliance. The Buyer agrees to comply with all applicable laws, rules, regulations and ordinances. Buyer shall maintain in effect all licenses, authorizations, and permits that it needs to conduct its obligations under this Agreement. Buyer represents and warrants that neither Buyer, nor any persons or entities holding any legal or beneficial interest whatsoever in Buyer are the target of any sanctions program or similar or related programs including any program created by Executive Order or published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or any state or federal law, rule or treaty.
Buyer Compliance. Danisco shall cause the Buyer to comply with all of its obligations under this Agreement.
Buyer Compliance a. Buyer will comply with all applicable U.S. federal, state, and local laws, and with all applicable non-U.S. laws, in all its actions and activities related to the Purchase Contract. Without limiting the foregoing, Buyer will comply with all applicable U.S. and Canadian financial sanctions and embargo laws, all laws that prohibit money laundering, all laws that prohibit funding or supporting terrorist or criminal activities, all export control laws, and all anti-bribery and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act). Buyer will maintain in effect all licenses, permits, and authorizations that it needs to carry out its obligations under the Purchase Contract.
b. Buyer represents that Buyer is not (i) directly or indirectly owned or controlled by any person currently included on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by the Office of Foreign Assets Control, U.S. Department of the Treasury, or other similar list maintained by any governmental entity, or (ii) directly or indirectly owned or controlled by any person who is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by the Office of Foreign Assets Control or any other governmental entity. Buyer will promptly notify Seller if it becomes directly or indirectly owned or controlled by any person (I) included on a list described in clause (i) of this paragraph, or (II) located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by the Office of Foreign Assets Control or any other governmental entity.
Buyer Compliance. The Buyer represents and warrants to the Band that:
Buyer Compliance. Buyer shall have complied with and performed in all ---------------- material respects all the terms, covenants and conditions of this Agreement to be complied with and performed by the Closing Date, and each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date and Seller shall have received at the Closing a certificate to that effect dated as of the Closing Date and executed on behalf of Buyer by a duly authorized officer of Buyer.
