Purchase by the Buyer Sample Clauses

Purchase by the Buyer. Subject to the terms and conditions set forth in this Agreement, at the Closing the Buyer shall buy from the Seller, and the Seller shall sell, transfer and deliver to the Buyer, free and clear of all Liens, all of the Shares.
Sample 1
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Purchase by the Buyer. Subject to payment by the Buyer of the Aggregate Purchase Price for the Acquired Common Stock on the Closing Date, Biomune shall have delivered a stock certificate or certificates representing the Acquired Common Stock.
Sample 1
Purchase by the Buyer. At the Closing, each Seller shall sell, transfer, assign, convey and deliver to the Buyer the number of Shares owned by such Seller indicated below, and the Buyer will purchase, accept and acquire such Shares from such Seller: Seller Number of Shares ------ ---------------- Xxxxxx Xxxxxxx 600 Xxxxxx Xxxx 300 Xxxxx Xxxxxxxxxxx 300 Xxxxx Xxxxxxx 133-1/3 The purchase price payable by the Buyer to the Sellers for the Shares shall be an aggregate of $4,250,000 (the "Base Purchase Price"). The Base Purchase Price shall be allocated pro rata among the Shares being purchased and sold.
Sample 1
Purchase by the Buyer. Upon the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to purchase all of the Stock, directly or indirectly, from the Seller, and the Seller agrees to sell all of the Stock to the Buyer.
Sample 1
Purchase by the Buyer. 1 SECTION 1.2. EXCLUDED ASSETS AND LIABILITIES........................................................1 SECTION 1.3. CLOSING................................................................................2 SECTION 1.4.
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Purchase by the Buyer. Subject to the terms and conditions set forth in this Agreement, the Buyer agrees to purchase from Holdings, and Holdings agrees to sell to the Buyer, the Shares.
Sample 1

Related to Purchase by the Buyer

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver the following:

  • Indemnity by the Buyer The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

  • By the Buyer Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver or cause to be delivered the following to the Company:

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

  • Closing Deliveries by the Sellers At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:

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