Ma’aragim Sample Clauses

Ma’aragim. Ma’aragim owns all of the Shares and such shares and rights with respect thereto, are free from and clear of any Liens. Ma’aragim has full right, title and interest in and to the Remaining Debt free and clear of any and all Liens. No proceeding or resolution for bankruptcy, dissolution, liquidation, winding-up, appointment of a receiver and/or similar proceeding has been instituted or taken by Ma’aragim, and, to the Company’s best knowledge, no such proceeding has been instituted or to the Company’s and Ma’aragim’s best knowledge, threatened against Ma’aragim. Ma’aragim has the full corporate power and authority to enter into, execute and deliver this Agreement, bind itself thereunder and comply with its obligations thereunder. The execution, delivery and performance of this Agreement by Ma’aragim has been duly approved and the relevant corporate action required to be taken by Ma’aragim has occurred prior to the Closing including but not limited to the approval of the sale of the its Shares by Ma’aragim and the assignment of the Remaining Debt hereunder. The actions taken by Ma’aragim, including but not limited to the sale of the Shares and the assignment of the Remaining Debt, do not conflict with, give rise to, or result in, any breach or default of any terms of any provision of law, or regulation, agreement, obligation, commitment, ruling, judgment or order to which Ma’aragim is a party or by which it might be bound.
Sample 1
AutoNDA by SimpleDocs

Related to Ma’aragim

  • Conduct Prior to the Closing 35 5.1 Conduct of Business of the Company.............................................................35

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • 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

  • Buyer Buyer represents and warrants to Seller as follows:

  • 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.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Conduct Pending Closing (i) The business of Buyer ------------------------ shall be conducted only in the ordinary course consistent with past practices.

  • Conduct Pending the Closing Acquirer, Target and the Shareholder covenant that between the date of this Agreement and the Closing as to each of them:

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

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

Time is Money Join Law Insider Premium to draft better contracts faster.