Purchaser Actions. Purchaser agrees that it will promptly take such actions as are reasonably requested by Sellers to assist in obtaining the Sale Order and the Bidding Procedures Order, including, without limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under Section 363(m) of the Bankruptcy Code.
Purchaser Actions. Purchaser may take any of the following actions without releasing Owner from any of its obligations under this Agreement:
Purchaser Actions. Purchaser was formed solely for the purpose of engaging in the Transactions. As of the date hereof and as of the Effective Time, all of the outstanding capital stock of Purchaser is or will be owned directly by Parent. As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with incorporation or organization and the Transactions, Purchaser has not and will not have incurred, directly or indirectly, through any Subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type whatsoever or entered into any agreements or arrangements with any person, which would, individually or in the aggregate, impair in any material respect the ability of Purchaser to perform its obligations under this Agreement or prevent consummation of the Transactions.
Purchaser Actions. No Seller shall be liable in respect of any Seller Claim or any Warranty Claim to the extent that the Seller Claim or Warranty Claim arises, or is increased, as a result of any matter or thing done, or omitted to be done pursuant to and in compliance with this Agreement or any other Transaction Document or at the written request of the Purchaser, other than a matter or thing done or omitted to be done (i) in the normal and ordinary course of business as presently carried on by a Group Company, (ii) pursuant to any obligation of a Group Company incurred prior to Completion, (iii) in order to comply with law or regulation in force at Completion or (iv) at the written request or with the written approval of the Sellers.
Purchaser Actions. Since the date of its incorporation, Purchaser has not carried on any business or conducted any operations other than the commencement of the Offer, the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.
Purchaser Actions. Any acts or omissions of Purchaser, any of its Affiliates or any party acting for the benefit or at the discretion of Purchaser or any of its Affiliates before or after the date of this Agreement or the Closing Date shall not be a basis for a Material Adverse Effect.
Purchaser Actions. No Seller shall be liable in respect of any Seller Claim to the extent that the Seller Claim arises, or is increased, as a result of any act, transaction, arrangement, matter or thing done, or omitted to be done, pursuant to and in compliance with this Agreement or any other Transaction Document or at the written request of the Purchaser.
Purchaser Actions. The Warrantors shall not be liable in respect of any Claim to the extent that the Claim arises, or is increased, as a result of any matter or thing done, or omitted to be done, which is expressly authorised by the terms of any Transaction Document, caused by any failure by the Purchaser to comply with any of its obligations thereunder, or is at the prior written request or written direction of, or with the prior written consent of, the Purchaser (or any of its respective directors, officers, employees or agents or advisers, or carried out by any such person or any of its or their successors in title or assigns on or after the Completion Date).
Purchaser Actions. At the Closing, the Purchaser shall deliver or cause to be delivered to the Company:
2.3.1. A certified check on the amount of the Purchase Price (less $200,000 which were granted as a loan to the Company and, on the Closing, were converted to advanced payment for the Preferred B Shares as part of the Purchase Price) to the order of the Company payable in NIS in accordance with the then known representative rate of the US$ as published by the Bank of Israel.; and
2.3.2. a counterpart of this Agreement and any ancillary agreements referred to herein duly executed by the Purchaser; and
2.3.3. a written notice appointing the Preferred B Shares' representatives to the Company's Board of Directors (the "Board of Directors") in the manner contemplated in Section 7.6 below; and
Purchaser Actions. The Purchaser shall take the actions set forth on Section 6.18 of the Purchaser Disclosure Schedule.
