Obligation of Purchaser. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Purchaser to cause Merger Sub to take such action.
Obligation of Purchaser. The obligation of Purchaser to consummate ----------------------- the purchase and sale contemplated by the provisions of this Agreement shall be subject to the fulfillment on or prior to the Closing Date of the following conditions (any of which may be waived in writing, in whole or part, by Purchaser):
Obligation of Purchaser. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction, or waiver by Purchaser, of each of the following conditions:
Obligation of Purchaser. 41 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June --------- 4, 1999, is made and entered into among Xxxxx Xxxxxxxx Corporation, a Delaware corporation ("Purchaser"), Vision Acquisition Corporation, a Delaware --------- corporation and a wholly owned subsidiary of Purchaser ("Merger Sub"), and ---------- Stimsonite Corporation, a Delaware corporation (the "Company"). ------- RECITALS
Obligation of Purchaser. Whenever this Agreement requires Newco to take any action, such requirement shall be deemed to include an undertaking on the part of Purchaser to cause Newco to take such action and a guarantee of the performance thereof.
Obligation of Purchaser. Whenever this Agreement requires Acquisition Sub One or Acquisition Sub Two to take any action (including, without limitation, the making of payment for the Parent Shares or the Sub Shares), such requirement shall be deemed to include an undertaking on the part of Purchaser to cause Acquisition Sub One and/or Acquisition Sub Two to take such action.
Obligation of Purchaser. If the Closing occurs, Purchaser shall indemnify, defend and hold the Seller and their directors, officers, employees, Affiliates, agents and representatives and their successors and assigns (collectively, the “Seller Indemnitees”) harmless for any Loss incurred or suffered by any of them to the extent as a result of or in connection with or involving a:
(i) breach of a representation or warranty by the Purchaser in this Agreement either (1) as made as of the date hereof or (2) if the Closing occurs, as hereby expressly re-made as of the Closing, including any “Closing” for an Excluded Asset, but in such event solely with respect to, and only to the extent such representation or warranty is applicable to such Excluded Asset, (or, in the case of those representations and warranties that are made as of a particular date or period, as of such date or period);
(ii) breach or nonperformance of any of the covenants or agreements of Purchaser contained in this Agreement; or
(iii) breach or nonperformance of any of Purchaser’s or Timberlands III, LLC’s obligations under the Timberlands Contracts, the Mineral Leases, the Kapstone FSA and the Inbound Kapstone-Supporting FSAs after the Closing, except to the extent Seller’s acts or omissions caused such breach or nonperformance.
Obligation of Purchaser. Whenever this Agreement requires Purchaser Sub to take any action, such requirement shall be deemed also to include an undertaking on the part of Purchaser to cause Purchaser Sub to take such action.
Obligation of Purchaser. The Company hereby acknowledges and agrees that you shall have no obligation to purchase the Securities or otherwise consummate the transactions contemplated by this Agreement if any of the conditions to closing described in Section 4 have not been satisfied to your approval prior to the Closing.
Obligation of Purchaser. The obligation of the Purchaser:
a) read and understand the correct operating and safety procedures of/ for the Products;
b) read and understand the relevant safety information of/ for the Products;
c) read and understood required storage conditions, electrical requirements, temperature control, etc and has made/will make appropriate arrangements for proper storage and use of the Products
d) read and understand BMXI warranty that applies to the Products;
e) use the Products only as per the operating and safety procedures specified by BMXI in its technical and instruction manuals; and
f) use only genuine parts, reagent and other consumables supplied by BMXI and/ or authorised BMXI dealers.
g) complied with BMXI's technical and instruction manuals and BMXI's technical recommendations.
