Buyer Obligations Fulfilled Sample Clauses

Buyer Obligations Fulfilled. Notwithstanding anything set forth herein to the contrary, upon payment and delivery by or on behalf of Buyer of the cash and Buyer Common Stock required to be paid to the Exchange Agent at Closing hereunder, and the issuance to the applicable Non-Exercising Optionholders of the Substitute Options, neither Buyer nor its Affiliates shall have any liability to any Person for any Seller Consideration Matter, including claims relating to payment made in accordance with the calculations set forth in the Consideration Spreadsheet or the Letters of Transmittal, or any other payment made to or for the benefit of the Sellers pursuant to this Agreement based on the written instructions of the Company (if delivered prior to Closing) or Holders Representative (if delivered prior to Closing) (including with respect to any claim that the Consideration Spreadsheet or such other written instruction is incomplete or inaccurate) or the Letters of Transmittal delivered by any Person. 1.6.
Sample 1
AutoNDA by SimpleDocs

Related to Buyer Obligations Fulfilled

  • Seller Obligations In connection with any offering under any Registration Statement under this Agreement:

  • Purchaser Obligations The Parties hereby agree and acknowledge that (a) all obligations of the Purchasers hereunder, including with respect to each Purchaser’s compliance with all applicable covenants and the making by each Purchaser of the representations and warranties set forth in Section 4, are several and not joint and (b) no Purchaser shall have any obligation or liability of any kind to the Company or to any other Person in respect of any breach or noncompliance with respect to this Agreement by any other Purchaser.

  • Seller’s Obligations at the Closing At the Closing, Seller shall deliver to Purchaser the following:

  • Seller’s Obligations at Closing At Closing, Seller shall:

  • BUYER'S OBLIGATIONS AT CLOSING At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Purchaser’s Obligations at Closing At Closing, Purchaser shall:

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Seller’s Obligations At Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • Customer Obligations In order to maintain the continuing integrity and proper operation of the Product, Customer agrees to implement, in the manner instructed by Vendor, each error correction and each enhancement and improvement provided to Customer by Vendor. Customer's failure to do so shall relieve Vendor of any responsibility or liability Confidential Treatment Requested whatsoever for any failure or malfunction of the Product as modified by a subsequent correction or improvement, but in no such event shall Customer be relieved of the responsibility for payment of fees and charges otherwise properly invoiced during the term hereof. If requested by Vendor, Customer agrees to provide written documentation and details to Vendor to substantiate problems and to assist Vendor in the identification and detection of problems, errors and malfunctions; and Customer agrees that Vendor shall have no obligation or liability until it has received such documentation and details from Customer.

  • Seller's Obligation The obligation of Seller to sell and deliver the Shares to Buyer is subject to the satisfaction (or waiver by Seller) as of the Closing of the following conditions:

Time is Money Join Law Insider Premium to draft better contracts faster.