Obligations of the Acquiror Sample Clauses

Obligations of the Acquiror. In partial consideration of the commitment of the Voting Stockholders and the Additional Stockholders hereunder, the Acquiror agrees to indemnify, reimburse and hold harmless on an after-Tax basis the Voting Stockholders and the Additional Stockholders and any of their respective affiliates, directors, officers, agents and employees and each other Person, if any, controlling the Voting Stockholders, the Additional Stockholders or any of their respective affiliates (each a "Stockholder Indemnified Person") from and against any liability, obligation, loss or expense (or actions or claims in respect thereof) to which such Stockholder Indemnified Person may become subject as a result of, or based upon or arising out of, directly or indirectly, (a) any inaccuracy in, breach or nonperformance of, any of the representations, warranties, covenants or agreements made by the Acquiror in or pursuant to this Agreement and (b) any claim or action by the Office of Chief Scientist of the State of Israel or any other Israeli government entity under the Encouragement of Research & Development in Industry Law 5744-1984 (the "Law"), the regulations pursuant of the Law (the "Regulations") or the specific terms pursuant to the Law as applied to the Acquiror (the "Terms") arising out of any breach of the Law, the Regulations or the Terms by the Acquiror, its directors or officers (other than any Stockholder Indemnified Person), and in each case will reimburse any Stockholder Indemnified Person for all reasonable expenses (including the reasonable fees of counsel) as they are incurred by any such Stockholder Indemnified Person in connection with defending any such action or claim pending or threatened, whether or not such Stockholder Indemnified Person is a party hereto.
AutoNDA by SimpleDocs
Obligations of the Acquiror. (a) Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Acquiror shall, as expeditiously as reasonably possible:
Obligations of the Acquiror. In partial consideration of the commitment of the Major Stockholders hereunder, the Acquiror agrees to indemnify, reimburse and hold harmless the Major Stockholders and any of their respective affiliates, directors, officers, agents and employees and each other Person, if any, controlling the Major Stockholders or any of their respective affiliates (each a "Stockholder Indemnified Person") from and against any liability, obligation, loss or expense (or actions or claims in respect thereof) to which such Stockholder Indemnified Person may become subject as a result of, or based upon or arising out of, directly or indirectly, any inaccuracy in, breach or nonperformance of, any of the representations, warranties, covenants or agreements made by the Acquiror in or pursuant to this Agreement, and will reimburse any Stockholder Indemnified Person for all reasonable expenses (including the reasonable fees of counsel) as they are incurred by any such Stockholder Indemnified Person in connection with defending any such action or claim pending or threatened, whether or not such Stockholder Indemnified Person is a party hereto.
Obligations of the Acquiror. In partial consideration of the commitment of the Seller and the Beneficial Owners hereunder, the Acquiror agrees to indemnify, reimburse and hold harmless the Seller, the Beneficial Owners and each of their affiliates, agents and employees and each other Person, if any, controlling any of its affiliates (each a “Seller Indemnified Person”) from and against any liability, obligation, loss or expense (or actions or claims in respect thereof) to which such Seller Indemnified Person may become subject as a result of, or based upon or arising out of, directly or indirectly:
Obligations of the Acquiror. In connection with its registration of any Registrable Securities, the Acquiror shall, as expeditiously as reasonably possible:

Related to Obligations of the Acquiror

  • OBLIGATIONS OF THE BUYER a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock.

  • Obligations of the Purchaser In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND The obligations of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing:

  • Conditions of the Obligations of the Purchasers The obligations of the several Purchasers to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Obligations of the Adviser (a) The Adviser shall provide (or cause the Fund’s Custodian (as defined in Section 5 hereof, the Fund’s accountant and the Fund’s distributor) to provide) timely information to the Sub-Adviser regarding such matters as the composition of the Sub-Advised Assets, cash requirements and cash available for investment in the Sub-Advised Assets, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities hereunder.

  • FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Selling Trust, on behalf of the Acquired Fund, or the Acquiring Trust, on behalf of the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

  • Representations of the Acquired Funds In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

  • REPRESENTATIONS OF THE ACQUIRED FUND The Trust, on behalf of the Acquired Fund, represents and warrants to the Acquiring Fund, as follows:

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Obligations of the Purchasers In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!