OFFEROR OBLIGATIONS Sample Clauses

OFFEROR OBLIGATIONS. The Buyer shall be jointly and severally liable for any obligations, commitments, undertakings and covenants of the Offeror under or otherwise in connection with this Agreement and hereby unconditionally and irrevocably, subject to the limitations set out in this Agreement, (i) guarantees to the Company the due and timely performance and observance by the Offeror of all its obligations, commitments, undertakings and covenants under or otherwise in connection with this Agreement (the "Offeror's Obligations"), and (ii) undertakes with the Company that whenever the Offeror does not perform any of the Offeror's Obligations when due, that it shall promptly perform, or cause to be promptly performed, that Offeror's Obligation. 107 / 107 THIS BUSINESS COMBINATION AGREEMENT HAS BEEN SIGNED ON THE DATE STATED AT THE BEGINNING OF THIS AGREEMENT BY: /s/ Xxxxxxx X. Xxxxx Thermo Xxxxxx Scientific Inc. By: Xxxxxxx X. Xxxxx Title: Senior Vice President and General Counsel /s/ Xxxxxx Xxxxxxx QIAGEN N.V. By: Xxxxxx Xxxxxxx Title: Managing Director Schedule 1 Definitions
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OFFEROR OBLIGATIONS. 20.1 If the Proposal is effected by way of a Scheme, the Offeror hereby agrees to be bound by the Scheme and to instruct Counsel to agree on its behalf at the First Court Hearing to undertake to the Court to be bound by it and to execute and do and procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.
OFFEROR OBLIGATIONS. All covenants, agreements, representations and warranties of the Offeror under this Agreement shall be deemed to have been made and given jointly and severally (solidarily) by the Parent. The Parent shall indemnify and save harmless the Sellers in the event of the failure of the Offeror to perform or observe its obligations hereunder.

Related to OFFEROR OBLIGATIONS

  • Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.

  • Holder Obligations No holder of Registrable Securities may participate in any underwritten offering pursuant to this Section 3 unless such holder (i) agrees to sell only such holder’s Registrable Securities on the basis reasonably provided in any underwriting agreement, and (ii) completes, executes and delivers any and all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required by or under the terms of any underwriting agreement or as reasonably requested by the Company.

  • Purchaser Obligations The Parties hereby agree and acknowledge that (a) all obligations of the Purchasers hereunder, including with respect to each Purchaser’s compliance with all applicable covenants and the making by each Purchaser of the representations and warranties set forth in Section 4, are several and not joint and (b) no Purchaser shall have any obligation or liability of any kind to the Company or to any other Person in respect of any breach or noncompliance with respect to this Agreement by any other Purchaser.

  • Secured Party Performance of Debtor Obligations Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

  • Seller Obligations In connection with any offering under any Registration Statement under this Agreement:

  • Shareholder Obligations Shareholder may not participate in any underwritten offering pursuant to this Agreement unless Shareholder (i) agrees to only sell Registrable Securities on the basis reasonably provided in any underwriting agreement and (ii) completes, executes and delivers any and all questionnaires, lock-up agreements, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably or customarily required by or under the terms of any underwriting agreement or as reasonably requested by INC.

  • Security for Obligations This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations with respect to every Grantor (the “Secured Obligations”).

  • The Obligations The security interest granted hereunder shall secure the payment of all indebtedness and the performance of all obligations of the Debtor to the Secured Party of every type and description, whether now existing or hereafter arising, fixed or contingent, as primary obligor or as guarantor or surety, acquired directly or by assignment or otherwise, liquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced, including without limitation all loans, advances and other extensions of credit and all covenants, agreements, and provisions contained in all loan and other agreements between the parties (the “Obligations”).

  • Security Interest for “Obligations The term “Obligations” as used in this Annex includes the following additional obligations: With respect to Party A: not applicable. With respect to Party B: not applicable.

  • Reaffirm Obligations Upon termination of the Executive’s employment with the Company, the Executive shall, if requested by the Company, reaffirm in writing Employee’s recognition of the importance of maintaining the confidentiality of the Company’s proprietary information and trade secrets and reaffirm all of the obligations set forth in Section 5 of this Agreement.

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