POST-COMPLETION OBLIGATIONS OF VIDA AND THE VENDOR WARRANTOR Sample Clauses

POST-COMPLETION OBLIGATIONS OF VIDA AND THE VENDOR WARRANTOR. 12.1 The Vendor Warrantor shall at all times after Completion indemnify the Purchaser and the Company (and for this purpose the Purchaser is acting as agent of the Company) and keep each of them fully indemnified against all claims, demands, actions, proceedings, damages, losses, costs, expenses and liabilities suffered or incurred by the Purchaser or the Company under or in connection with any guarantee or indemnity given by the Company on or before Completion (other than a guarantee or indemnity given by the Company pursuant to a Clinical Agreement) in respect of the obligations of any other person provided that this Clause will not apply to any guarantee or indemnity which is disclosed in the Vendor Disclosure Letter and which the Purchaser has expressly agreed in writing shall continue to subsist after Completion.
Sample 1
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POST-COMPLETION OBLIGATIONS OF VIDA AND THE VENDOR WARRANTOR. 12.1 The Vendor Warrantor shall at all times after Completion indemnify the Purchaser and the Company (and for this purpose the Purchaser is acting as agent of the Company) and keep each of them fully indemnified against all claims, demands, actions, proceedings, damages, losses, costs, expenses and liabilities suffered or incurred by the Purchaser or the Company under or in connection with any guarantee or indemnity given by the Company on or before Completion (other than a guarantee or indemnity given by the Company pursuant to a Clinical Agreement) in respect of the obligations of any other person provided that this Clause will not apply to any guarantee or indemnity which is disclosed in the Vendor Disclosure Letter and which the Purchaser has expressly agreed in writing shall continue to subsist after Completion. 12.2 Vida undertakes to the Purchaser on its own behalf and not on behalf of any other party that it will not sell, transfer or otherwise dispose of any right, title or interest in any of the Consideration Shares issued to it pursuant to the terms of this Agreement in a manner other than would be consistent with the maintenance of an orderly market in the shares of the Purchaser for a period of 6 months from registration. 12.3 The restriction set out in Clause 12.2 above shall not prohibit Vida from disposing of any Consideration Shares issued to it pursuant to this Agreement: (a) by way of acceptance of any general offer made to all shareholders of the Purchaser to acquire all the Ordinary Shares (other than any such shares which were already owned by the offeror); (b) by execution of an irrevocable commitment to accept a general offer as referred to above; or (c) in the event of an intervening court order. 12.4 For the purposes of this Clause 12 the Consideration Shares shall mean, in the case of each Vendor and Vida in respect of itself and not in respect of any other party, the Consideration Shares issued to it, any shares into which such shares may be converted or subdivided and any shares allotted and issued to it by way of capitalisation of profits or reserves (including a scrip dividend) in respect of or with reference to any Consideration Shares and any dividend thereon. 12.5 The Vendor Warrantor shall at all times after Completion indemnify the Purchaser and the Company (and for this purpose the Purchaser is acting as agent of the Company) and keep each of them fully indemnified against all claims, demands, actions, proceedings, dam...
Sample 1

Related to POST-COMPLETION OBLIGATIONS OF VIDA AND THE VENDOR WARRANTOR

  • Conditions Precedent to the Obligations of Sellers The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Seller) at or prior to the Closing Date of each of the following conditions:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:

  • Seller’s Obligations at Closing At Closing, Seller shall:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part in writing by Buyer:

  • Conditions Precedent to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Purchaser in its sole discretion:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

  • Conditions of the Purchasers’ Obligations at Closing The obligations of each Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions to the Obligations of Sellers The obligations of Sellers under this Agreement are, at their option, subject to the fulfillment of the following conditions prior to or at the Closing Date:

  • Purchaser’s Obligations at Closing At Closing, Purchaser shall:

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions:

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