Obligations of Transferor. The obligations of Transferor under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.
Obligations of Transferor. Transferor shall not be released from its primary liability as Lessee under the Lease and shall continue to be obligated for all obligations of "Lessee" under the Lease, which obligations shall continue in flaIl force and effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made and notwithstanding the rejection of the Lease by the Transferee or its successor or assign pursuant to Section 365 of Title 11 of the United States Code, any provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors.
Obligations of Transferor. 11 SECTION 6.02.
Obligations of Transferor. 21 TABLE OF CONTENTS (continued)
Obligations of Transferor. Except as otherwise expressly provided in this Agreement in respect of the Liabilities, the Transferor shall be responsible for and shall duly and punctually pay and discharge all debts, taxation and other liabilities in connection with the Business existing at the close of business on the Transfer Date or arising, accruing or assessed in respect of any period (or part thereof) or in consequence of any transaction carried out prior thereto.
Obligations of Transferor. The obligations of the Transferor shall not be affected by the invalidity, illegality or irregularity of any Receivable.
Obligations of Transferor. 9 SECTION 5.2. Transferor's Assignment of Purchased Receivables..........
Obligations of Transferor. 1. Party B shall actively cooperate with Party A or any third party designated by Party A to conduct due diligence on the Target Company, including financial and legal due diligence and other due diligence related to this acquisition.
2. Party B shall promptly sign all relevant documents, related to the equity transfer, which need to be signed and provided by Party B.
3. Party B shall conduct registration change related to this equity transfer in accordance with this agreement.
4. During the fulfillment of this agreement and after Party A pays the down payment, Party B promises that Party A is the sole and only transferee of the equity interest in the Target Company. Party B shall not transfer the equity interest in the Target Company to any third party other than Party A without the written consent of Party A, otherwise Party B shall refund 200% of the down payment Party A has paid and compensate Party A for all its other losses.
5. Party B shall guarantee that the equity interest of the Target Company is free from any guarantee, mortgage, pledge, seal up or limitation of rights caused by any third party in any form, or any legal defect that may affect the transaction (including but not limited to withdrawal of capital, feigned capital contributions, false contributions, ownership disputes, prohibition on or restriction of transfer).
6. Party B shall not damage the interests of the Target Company during the equity transfer.
7. Party B shall guarantee that it will be responsible for the all liabilities and other legal responsibilities of the Target Company before the equity interest of the Target Company is actually transferred and shareholder registration change is effected, including liabilities and other responsibilities imposed on the Target Company by compulsory documents such as judgments, verdicts or resolutions made by any competent court, arbitration institution or other state.
8. Party B shall guarantee that all the documents and materials signed by Party B, the Target Company or any other party (other than Party A) at the behest of Party B for accomplishing the transaction specified in this agreement, are authentic and valid.
Obligations of Transferor. A Transfer pursuant to this Section shall not relieve the transferor from any obligations and liabilities which may have arisen prior to the date of such Transfer had such Transfer not occurred. In the event that a Member’s Units are subject to attachment by a creditor or are assigned or held for the benefit of any creditor, the interest obtained by such creditor or assignee shall be only that of a lienholder, and in no event shall any such creditor or assignee have any rights as a Member.
Obligations of Transferor. On the Effective Date, Transferor shall deliver to Transferee (i) a Stock Power, in the form attached to this Agreement as Exhibit B, executed by Transferor in favor of Transferee, against payment of the Purchase Price, which shall be paid by wire transfer to a bank account designated by Transferor, [and] (ii) [a duly executed amendment to the Voting Agreement (as defined on Exhibit A attached hereto) in the form attached to this Agreement as Exhibit C and (iii)] a duly executed and completed IRS Form W-9 or appropriate IRS Form W-8 (as applicable). Further, Transferor shall, immediately upon receipt of the Purchase Price from Transferee, notify the Corporation in writing (which may be by electronic mail) of the same.
