Each of KoSa Sample Clauses

Each of KoSa. Buyer 1, Buyer 2 and the Buyer Subs has the requisite power and authority to execute and deliver this Agreement, the Novation Agreement, the Local Purchase Agreements, the Related Agreements and the Other Agreements to which it is a party, to perform its obligation hereunder or thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Local Purchase Agreements, the Related Agreements and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized or will be duly authorized prior to the execution and delivery thereof by the Board of Directors (or similar governing body) of each of KoSa, Buyer 1, Buyer 2 and any Buyer Sub to the extent party thereto or made a party thereto in accordance with the Novation Agreement. No other corporate proceedings on the part of KoSa, Buyer 1, Buyer 2 or any Buyer Subs (and no action on part of any stockholders of KoSa, Buyer 2, Buyer 2 or the Buyer Subs) or any Subsidiary thereof are necessary to authorize the execution, delivery and performance of this Agreement, the Local Purchase Agreements, the Related Agreements and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby. This Agreement has been (and, on the Closing Date, each of the Local Purchase Agreements, the Related Agreements and the Other Agreements (and in the case of KoSa, this Agreement) will be) duly and validly executed and delivered by each of KoSa, Buyer 1, Buyer 2 and the Buyer Subs to the extent party thereto (including in the case of KoSa, this Agreement), and assuming this Agreement and such other agreements have been duly authorized, executed and delivered by the Sellers, each of this Agreement and such other agreements constitutes (or, in the case of agreements executed after the date of this Agreement, will be once executed) a valid and binding agreement of KoSa, Buyer 1, Buyer 2 and any Buyer Sub, enforceable against KoSa, Buyer 1, Buyer 2 and any Buyer Sub in 110 accordance with its terms. Notwithstanding the foregoing, the authorization, execution and delivery of this Agreement, the Local Purchase Agreements, the Related Agreements and any of the Other Agreements by KoSa or any of the Buyer Subs that are designated by Buyer 1 or Buyer 2 after the date of this Agreement, and the authorization, execution or delivery of any agreement that may be hereafter negotiated and finalized,...
Sample 1
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Related to Each of KoSa

  • Breach of this Agreement If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 7, 8 or 9 of this Agreement, then the Company shall have the right and remedy to have those provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the rights and privileges of the Company granted in Sections 7, 8 and 9 are of a special, unique and extraordinary character and any such breach or threatened breach will cause great and irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.

  • Breach of Obligations The parties shall take all necessary measures (including the signing of confidentiality agreements) to ensure that their respective directors, employees, agents, contractors, suppliers and advisors also comply with the confidentiality obligations set forth in this chapter, and shall arrange for the summary dismissal without compensation of any such person who breaches these obligations.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Breach of Agreements Licensee fails to perform in accordance with any of the material terms and conditions contained herein in any material respect.

  • Breach of the Agreement In the event of any claimed breach of this Agreement, the party claimed to have committed the breach will be entitled to written notice of the alleged breach and a period of ten (10) days in which to remedy such breach. Executive acknowledges and agrees that a breach of any of the covenants contained in this Agreement will result in irreparable and continuing harm to the Company for which there will be no adequate remedy at law. The Company will be entitled to preliminary and permanent injunctive relief to restrain Executive from violating the terms and conditions of this Agreement in addition to other available remedies, at law and in equity.

  • Breach of Contract 4.1 If any party (“Defaulting Party”) breaches any provision of this Agreement, which may cause damages to other parties (“Non-defaulting Party”), the Non-defaulting Party con notify the Defaulting Party in writing, requesting it rectify and correct such a breach of contract; if the Defaulting Party does not take actions which rectify and correct such breach to the satisfaction of the Non-defaulting Party within fifteen (15) days upon the issuance of the written notice, the Non-defaulting Party can take actions pursuant to this Agreement or other measures in accordance with laws in response.

  • Breach of Representation Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

  • Breach of Representations, Etc Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

  • Breach of Covenant The Borrower breaches any material covenant or other term or condition of the Subscription Agreement or this Note in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice to the Borrower from the Holder.

  • Breach of Covenants If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.

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