Either of Buyer or Seller Sample Clauses

Either of Buyer or Seller. Representative shall promptly notify the other after an Earnout Event has occurred or been deemed to have occurred. Subject to Section 2.9 with respect to the First Earnout Payment, within 10 Business Days of notification by Buyer or the Seller Representative to the other of the occurrence or deemed occurrence of an Earnout Event, Buyer shall pay or cause to be paid the corresponding Earnout Payment in cash by wire transfer of immediately available funds to the bank account for the Seller Representative provided by Seller Representative to the Buyer in writing. If an Earnout Event does not occur (and is not deemed to occur) by the fifth (5th) anniversary of the Closing Date, the Earnout Payments will not be due or payable. (c) Subject to the terms of this Agreement, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Buyer and its Affiliates (including the Company); provided, however, that Buyer shall not, directly or indirectly, take any actions in bad faith that would have the purpose of avoiding any of the Earnout Payments hereunder. (d) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.3 the amount of (i) any payment owed to Buyer pursuant to Section 2.5(c), and (ii) any Losses to which any Buyer Indemnified Party is entitled under ARTICLE 7 of this Agreement. (e) The Parties hereto understand and agree that (i) the contingent rights to receive any Earnout Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or any of its Affiliates, (ii) the Sellers shall not have any rights as a securityholder of Buyer or any of its Affiliates as a result of the Sellers’ contingent right to receive any Earnout Payment hereunder, and (iii) no interest is payable with respect to any Earnout Payment. 2.4
Sample 1
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Related to Either of Buyer or Seller

  • Authority of Buyer Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

  • Certificate of Buyer Seller shall have been provided with a certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date:

  • Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Deliveries of Buyer At the Closing, Buyer will deliver to Seller the following:

  • Certificate of Purchaser Purchaser shall have provided Seller a certificate, substantially in the form attached hereto as Exhibit E, signed by an authorized officer of Purchaser dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Purchaser’s representations and warranties made in this Agreement is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement required to be complied with and performed by Purchaser at or prior to the Agreement Date have been duly complied with and performed in all material respects; and (c) the condition set forth in Section 10.04 has been satisfied.

  • 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.

  • Status of Buyer Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act.

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

  • Authority of Purchaser Purchaser has the power and authority (corporate or similar) to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms, conditions and provisions hereof. The execution, delivery and performance of this Agreement by Purchaser has been duly authorized and approved by Purchaser and does not require any further authorization or consent of Purchaser or its beneficial owners. This Agreement is the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms.

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

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