Buyer Parties. 35 CERCLA.................................................................. 3 Closing................................................................. 7
Buyer Parties. For the purposes of these Terms & Conditions, the term “Buyer” shall mean the Buyer party set forth on the quotation or other sales agreement to which these Terms & Conditions are attached or in which they are incorporated by reference.
Buyer Parties. The term “Buyer Parties” shall have the meaning set forth in Section 7.2 hereof.
Buyer Parties. The term “
Buyer Parties. Company Merger Sub: (a) has been or will be formed solely for the purposes of executing and delivering this Agreement and/or the Ancillary Agreements and consummating the transactions contemplated by this Agreement or thereby (as applicable); (b) is, or when formed will be, and at all times prior to the Closing will be, directly or indirectly, wholly-owned by Buyer; (c) has not engaged, and prior to the Closing will not engage, in any business or activity other than the activities related to its organization and the execution of this Agreement and/or the Ancillary Agreements and the consummation of the transactions contemplated by this Agreement or thereby (as applicable); (d) other than its Governing Documents, this Agreement and any Ancillary Agreement (as applicable) such Person is not, and at all times prior to the Closing will not be, party to or bound by any Contract, commitment or Order; or (e) other than the performance of its obligations under its Governing Documents, this Agreement and/or any Ancillary Agreement (as applicable), such Person, has no Liabilities that are required to be disclosed on a balance sheet in accordance with GAAP.
Buyer Parties. (i) The Buyer Parties will hold, and will use their commercially reasonable efforts to cause their respective representatives to hold in confidence, unless requested or compelled to disclose by judicial or administrative process or by other requirements of Law, all Seller Party Confidential Information, except to the extent that such Confidential Information can be shown to have been (i) previously known on a nonconfidential basis by the Buyer Parties; (ii) in the public domain through no fault of the Buyer Parties; (iii) independently developed by the Buyer Parties without reliance on such Seller Party Confidential Information; or (iv) received from a third party without breach of any duty of confidentiality by such third party; provided, that the Buyer Parties may disclose such Seller Party Confidential Information to their respective representatives in connection with the transactions contemplated by this Agreement so long as such Persons are informed by the Buyer Parties of the confidential nature of such Seller Party Confidential Information and are directed by the Buyer Parties to treat such Seller Party Confidential Information confidentially.
(ii) In the event the Buyer Parties are requested or required by judicial or administrative process or by other requirements of Law to disclose the Seller Party Confidential Information, the Buyer Parties shall, before making such disclosure, give prompt notice thereof to the Seller Parties and, to the extent reasonably practicable, provide such reasonable cooperation and assistance as the Seller Parties may reasonably request (at the Seller Parties' expense) to obtain an appropriate protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, the Buyer Parties shall furnish only that portion of the Seller Party Confidential Information which they are advised by counsel is legally required to be furnished.
(iii) The obligation of the Buyer Parties to hold the Seller Party Confidential Information shall be satisfied if they exercise the same care with respect to such Seller Party Confidential Information as they would take to preserve the confidentiality of their own similar information, but in no event less than a reasonable degree of care.
(iv) If this Agreement is terminated, the Buyer Parties will, and will use their commercially reasonable efforts to cause their respective representatives to, destroy or deliver to the Seller Parties, upon request, al...
Buyer Parties. Second paragraph CapEx Plan Section 6.6(m) Capitalization Date Section 7.4(b) Cash Amount Section 2.2(b)(iii) CERCLA Section 6.19(e) Claim Notice Section 12.7 Closing Section 10.1 Closing Date Section 10.1 Continuing Employee Section 8.18(b) Continuing Credit Support Obligation Section 8.14(c) Credit Support Beneficiaries Section 8.14(b) Credit Support Obligations Section 8.14(a) Creditors’ Rights Section 5.1 Current Representation Section 13.14(b) Debt Payoff Amount Section 10.2(d) Designated Person Section 13.14(b) Disputed Items Section 3.2(b) Disputed Notice Section 3.2(b) Edge Introductory paragraph Edge Holders Introductory paragraph Edge Interests Recitals Edge Merger Recitals Edge Merger Consideration Section 2.2(a) Edge Surviving Entity Recitals Effective Time Section 2.1(b) Employees Section 6.17(a) Escrow Cash Deposit Section 2.2(b)(iii)(B) Escrow Shares Section 2.2(b)(i)(B) Estimated Buyer Working Capital Payment Section 3.1(b)
Buyer Parties. SELLERS: "Xxxxxx Xxxxxx" Xxxxxx Xxxxxx By: "Xxxx Xxxxxx"
Buyer Parties. Assumed Contracts Section 1.2(b) business day Section 13.14
Buyer Parties. Section 4.1
