Buyers. All references to “Buyer” in this Agreement shall refer collectively to the “Buyers” party to the Framework Agreement, each as represented for purposes of this Agreement by Rabobank, as Agent. Each such Buyer shall be deemed a party to this Agreement, and upon entry into any Transaction, each such Buyer shall acquire an undivided fractional interest in the Purchased Securities for such Transaction (pro-rata in accordance with its Undivided Funding Percentage) in accordance with Section 4.2(b) of the Framework Agreement until such Purchased Securities are repurchased by Seller pursuant to this Agreement (at which point such undivided fractional interests shall be collectively reconveyed to Seller) or otherwise disposed of hereunder. Subject to the terms and conditions of the Framework Agreement, all powers of Buyers hereunder, including the execution and delivery of Confirmations hereunder or any other matters involving consent or discretion, shall be exercised solely by Agent on behalf of such Buyers. The parties agree that any remedies to be exercised against Seller, Guarantor or the Collateral shall be exercised solely through Agent and not by any Buyer individually.
Buyers. KDDI may extend this Agreement for use by other Buyer Subsidiaries, Parent Companies or partners. Buyer shall not have any liability or responsibility for performance by any other purchaser electing to use this Agreement.
Buyers. Xxxxxx X. Xxxxxxxxxx
Buyers. 3.1 The Buyer Parent has incorporated or shall incorporate wholly-owned single purpose Xxxxxxxx Islands entities to be the Buyers of the Rigs and will nominate one such Buyer for each Rig.
3.2 The SPAs and the Construction Agreements shall be executed on or by 10 October 2017, or such later date as mutually agreed by the Parties.
3.3 Each of the SPAs and the Construction Agreements shall be standalone agreements independent of any other SPA or Construction Agreement, and shall bind the Seller, the Buyer and the Buyer Parent (to the extent that they are providing the parent guarantee therefor). The Parties’ respective obligations and liabilities in each of the agreement shall be limited to that stated therein, and there shall not be any cross liability or overlap of obligations between the various agreements.
Buyers. Allocated Quantity shall be calculated as the Measured Quantity multiplied by Xxxxx's Scheduled Daily Quantity for the Day and divided by the total of the scheduled daily quantity for all deliveries at the Delivery Point for the Day; provided, however, that the Allocated Quantity shall not exceed Buyer's Scheduled Daily Quantity for the Day.
Buyers. Customers who buy Impressions on the Flycast Open Network.
Buyers. Set and attend initial meeting with buyers – discuss pre-approval process, wants and needs, etc.
Buyers. Stockholders Meeting; Filing the Amended Certificate. As soon as practicable following the date of this Agreement, Buyer shall prepare and file with the Securities and Exchange Commission the Proxy Statement and shall mail the Proxy Statement to Buyer's stockholders. Buyer shall also, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Buyer's Stockholders Meeting") for the purpose of, among other things, obtaining approval of (i) the transactions contemplated in this Agreement and (ii) an amendment to Buyer's certificate of incorporation in a form reasonably agreed to by the parties hereto (the "Amended Certificate"), and, Buyer shall, through its Board of Directors, recommend to its stockholders that they approve the foregoing. The approval of the transactions contemplated in this Agreement shall require the approval of the holders of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting at which a quorum is present, excluding shares held by IHC and its Affiliates. However, notwithstanding the preceding sentence, the adoption of the Amended Certificate shall require the approval of the holders of a majority of the outstanding common stock of Buyer entitled to vote at the Buyer's Stockholders Meeting (including shares held by IHC and its Affiliates). Prior to the Closing Date, and subject to approval of the Amended Certificate by Buyer's stockholders, Buyer shall file the Amended Certificate with the Secretary of State of the State of Delaware.
Buyers. Any of Eargo’s Affiliate(s) or the Approved Buyer(s) purchasing pursuant to this Agreement may purchase Units under the same terms as those in this Agreement, including, but not limited to, the Unit Price, and may otherwise act under the same terms as those in this Agreement that apply to Eargo. Eargo’s Affiliate(s) and the Approved Buyer(s) are entitled to the benefits and protections of the delivery, compliance, indemnity, representations and warranties, and remedies provisions of this Agreement to the same extent as Eargo. Further, Eargo is entitled to all rights under this Agreement for all Units purchased by Eargo’s Affiliate(s) and Approved Buyer(s) as if Eargo had purchased the Units directly from the Supplier. When any of Eargo’s Affiliate(s) or the Approved Buyer(s) are acting as this Section 8.4 allows, this Agreement’s terms will govern Supplier’s dealings with such Affiliate(s) or Approved Buyer(s), and separate agreements that Supplier may have with Approved Buyer(s) will not apply to those dealings. Notwithstanding anything to the contrary, (a) Supplier will not disclose or otherwise enable any Approved Buyer(s) to access, view, or use any Confidential Information of Eargo, or the terms or conditions of this Agreement, except to the extent expressly authorized by Eargo in advance and in writing; and (b) under no circumstances will any Approved Buyer have authority to issue any approvals, consents, or notices where such approvals, consents, or notices from Eargo are required under this Agreement. Each Approved Buyer will be independently and solely responsible for its respective purchases of Units and Services hereunder, including any and all payment obligations and fees owed for such purchases. Quantities of Units purchased by Eargo’s Affiliate(s) and Approved Buyer(s) will be included when determining the total volume of Eargo’s purchases under this Agreement In no event will Supplier (and Supplier acknowledges that it has no rights to) sell or otherwise make available any Units to parties other than to Eargo, its Affiliate(s) and the Approved Buyer(s).
