By Buyer Parent Sample Clauses

By Buyer Parent. Upon becoming aware, Buyer Parent shall give prompt written notice to Holdings of (a) any matter which to its knowledge constitutes a breach of the Buyer Warranties, (b) any Buyer Parent Material Adverse Change, (c) any failure of Buyer or Buyer Parent or any of their respective Affiliates or Representatives to comply with, perform or satisfy any material covenant, condition or agreement to be complied with, performed by or satisfied by it under this Agreement, and (d) any notice or other communication from any Governmental Entity in connection with this Agreement, any Ancillary Agreement or the transactions contemplated herein and therein; provided, however, that such disclosure shall not be deemed to cure, or to relieve Buyer or Buyer Parent of any Liability or obligation with respect to, any breach of or failure to satisfy any warranty, covenant or agreement or to satisfy any condition hereunder.
Sample 1
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By Buyer Parent. (i) Buyer Parent covenants and agrees to defend, indemnify and hold harmless, on an after-tax basis, Sellers and their officers, directors, employees, agents, advisers, representatives and affiliates (collectively, the "Seller Indemnitees") from and against any and all Losses resulting from or arising out of the Assumed Liabilities and the operation of the Business by Buyers or Sellers or Buyers' or Sellers' ownership, operation or use of the Purchased Assets whether prior to or after the Closing Date, except to the extent such Losses result from or arise out of the Excluded Liabilities or constitute Losses for which Seller Parent is required to indemnify the Buyer Indemnitees under Section 11.1(a). Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability of Buyer Parent under this Section 11.1(b)(i) shall not exceed the Purchase Price.
Sample 1

Related to By Buyer Parent

  • Buyer Buyer represents and warrants to Seller as follows:

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • By Buyer At Closing, Buyer shall deliver to Seller the following:

  • CONTRIBUTOR Xxxxxxx CIV LLC, a Delaware limited liability company By: Priam Capital Fund III, L.P., as Manager By: Priam Capital GP, LLC, its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory OPERATING PARTNERSHIP: Priam Office Properties OP LP, a Delaware limited partnership By: Priam Properties Inc., its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer REIT Priam Properties Inc., a Maryland corporation By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer PRIAM GPS: Priam Capital GP, LLC, a Delaware limited liability company By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Priam Investors GP, LLC, a Delaware limited liability company By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Exhibit A Contributed Contributed Consideration Contributor Entity Interest Property OP Units (#) Cash ($) Xxxxxxx CIV LLC Xxxxxxx Office LLC 99.99 % 1400 Xxxxxxx, 1404 Xxxxxxx 179,190 0 Exhibit B

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

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