Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 9 contracts
Samples: Split Off Agreement (Aptorum Group LTD), Split Off Agreement (Content Checked Holdings, Inc.), Split Off Agreement (Tyme Technologies, Inc.)
Filings and Consents. Buyer, at its his risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 8 contracts
Samples: Split Off Agreement (Akoustis Technologies, Inc.), Split Off Agreement (Marika Inc.), Split Off Agreement (Cur Media, Inc.)
Filings and Consents. Buyer, at its her risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 5 contracts
Samples: Split Off Agreement, Split Off Agreement (ViewRay, Inc.), Split Off Agreement (ViewRay, Inc.)
Filings and Consents. BuyerBuyers, at its their risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer Buyers shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer Buyers and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 4 contracts
Samples: Split Off Agreement, Agreement and Plan of Merger (Invivo Therapeutics Holdings Corp.), Split Off Agreement (Invivo Therapeutics Holdings Corp.)
Filings and Consents. Each Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Each Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 3 contracts
Samples: Split Off Agreement, Split Off Agreement (Global Casinos Inc), Split Off Agreement (Global Casinos Inc)
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary Leaseco confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII VII above.
Appears in 3 contracts
Samples: Split Off Agreement (GoFish Corp.), Split Off Agreement (Ethanex Energy, Inc.), Split Off Agreement (Kreido Biofuels, Inc.)
Filings and Consents. Each Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Each Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer Buyers and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 3 contracts
Samples: Split Off Agreement (Lifeapps Digital Media Inc.), Split Off Agreement (Nevada Gold Holdings, Inc.), Split Off Agreement (Crownbutte Wind Power, Inc.)
Filings and Consents. Buyer, at its Buyer’s risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 2 contracts
Samples: Split Off Agreement (Stratex Oil & Gas Holdings, Inc.), Split Off Agreement (Organovo Holdings, Inc.)
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Subsidiary Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 13.1 below) against any Losses (as defined in Section 12.1 13.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off the Subsidiary confirm that the provisions of this Section 10.6 11.6 will not limit Seller’s 's right to treat such failure as the failure of a condition precedent to Seller’s 's obligation to close pursuant to Article VIII Section 7 above.
Appears in 2 contracts
Samples: Split Off Agreement, Split Off Agreement (Hygeialand Biomedical Corp)
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the OLI Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary OLI confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII VII above.
Appears in 2 contracts
Samples: Split Off Agreement (Osler Inc.), Assignment and Assumption Agreement (Osler Inc.)
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary Leaseco confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII VII above.
Appears in 2 contracts
Samples: Split Off Agreement (Kentucky USA Energy, Inc.), Split Off Agreement (WaferGen Bio-Systems, Inc.)
Filings and Consents. Buyer, at its their risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary TWBI confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 1 contract
Samples: Stock Purchase Agreement (Transworld Benefits International Inc)
Filings and Consents. BuyerSeller and the Company, at its their risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer Seller and Company shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) Buyer against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller Buyer to incur Losses or otherwise adversely affect Seller, Buyer Seller and Split-Off Subsidiary the Company confirm that the provisions of this Section 10.6 will not limit SellerBuyer’s right to treat such failure as the failure of a condition precedent to SellerBuyer’s obligation to close pursuant to Article VIII above.
Appears in 1 contract
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary Leasco confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s 's right to treat such failure as the failure of a condition precedent to Seller’s 's obligation to close pursuant to Article VIII VII above.
Appears in 1 contract
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary Media confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII VII above.
Appears in 1 contract
Filings and Consents. BuyerBuyers, at its their risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer Buyers shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer Buyers and Split-Off Subsidiary Leaseco confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII VII above.
Appears in 1 contract
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary MCI confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII VII above.
Appears in 1 contract
Samples: Split Off Agreement (Med Control)
Filings and Consents. BuyerPurchaser, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the SharesShares and the Loans. Buyer Purchaser shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer Purchaser and Split-Off Subsidiary each of the Subsidiaries confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII VII above.
Appears in 1 contract
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary AWS confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s 's right to treat such failure as the failure of a condition precedent to Seller’s 's obligation to close pursuant to Article VIII VII above.
Appears in 1 contract
Filings and Consents. BuyerPurchaser, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer Purchaser shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer Purchaser and Split-Off Subsidiary Leasco confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII VII above.
Appears in 1 contract
Filings and Consents. BuyerPurchaser, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer Purchaser shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 11.1 below) against any Losses (as defined in Section 12.1 11.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer Purchaser and Split-Off Subsidiary Leasco confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s 's right to treat such failure as the failure of a condition precedent to Seller’s 's obligation to close pursuant to Article VIII VII above.
Appears in 1 contract
Samples: Split Off Agreement (Goldstrike Inc)
Filings and Consents. BuyerBuyers, at its their risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the SharesUnits. Buyer Buyers shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such any Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer Buyers and Split-Off Subsidiary LLC confirm that the provisions of this Section 10.6 9.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 1 contract
Samples: Split Off Agreement (Modigene Inc.)
Filings and Consents. BuyerSeller, at its his risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the SharesAssets. Buyer The Seller shall indemnify the Seller Buyer Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Buyer Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller Buyer to incur Losses or otherwise adversely affect SellerBuyer, Buyer and Split-Off Subsidiary confirm Seller confirms that the provisions of this Section 10.6 will not limit SellerBuyer’s right to treat such failure as the failure of a condition precedent to SellerBuyer’s obligation to close pursuant to Article VIII above.
Appears in 1 contract
Filings and Consents. BuyerBuyers, at its their risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer The Buyers shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer Buyers and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 1 contract
Filings and Consents. Buyer, at its his risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. The Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 1 contract
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. The Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Appears in 1 contract
Samples: Split Off Agreement (China Energy Technology Corp., Ltd.)