Purchaser and Merger Sample Clauses

Purchaser and Merger. Sub shall keep the Company reasonably informed with respect to the Financing (including without limitation the progress of the Rights Issue) and the EGM. If Purchaser or Merger Sub shall have Knowledge of any fact or event which will or may prevent the conditions set forth in Section 6.1(f) from being satisfied or prevent the Financing from being obtained timely as required herein, Purchaser shall promptly disclose the same to the Company.

Purchaser and Merger. Sub acknowledge that the shares of Enpath Common Stock which Merger Sub may acquire upon exercise of the 90% Top-Up Option will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Purchaser and Merger Sub represent and warrant to Enpath that Merger Sub is, or will be upon the purchase of the 90% Top-Up Option Shares, an "accredited investor", as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the 90% Top-Up Option and the 90% Top-Up Option Shares to be acquired upon exercise of the 90% Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing 90% Top-Up Option Shares may include any legends required by applicable securities Laws.

Purchaser and Merger. Sub hereby acknowledge that the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by ACAS and its Affiliates (other than the Company and Subsidiaries) (collectively, the “ACAS Indemnitors”). Purchaser and Merger Sub hereby agree that from and after the Closing Date (i) the Surviving Corporation, the Subsidiaries and any of their successors or assigns are the indemnitors of first resort (i.e., its obligations to Indemnitees are primary and any obligation of the ACAS Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Indemnitee are secondary), (ii) the Surviving Corporation, the Subsidiaries and any of their successors or assigns shall be required to advance the full amount of expenses incurred by any Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the certificate of incorporation or by-laws of the Surviving Corporation or any Subsidiary (or any other agreement between the Surviving Corporation or any Subsidiary and any Indemnitee), without regard to any rights an Indemnitee may have against the ACAS Indemnitors and (iii) it irrevocably waives, relinquishes and releases the ACAS Indemnitors from any and all claims against the ACAS Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Purchaser and Merger Sub further agree that no advancement or payment by the ACAS Indemnitors on behalf of an Indemnitee with respect to any claim for which an Indemnitee has sought indemnification from the Surviving Corporation shall affect the foregoing and the ACAS Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of an Indemnitee against the Surviving Corporation. Purchaser and Merger Sub agree that the ACAS Indemnitors are express third party beneficiaries of the terms of this Section 8.7(h).

Purchaser and Merger. Sub acknowledge that neither the Company nor any other Person has made, and neither Purchaser nor Merger Sub has relied upon, any representation or warranty, express or implied, of any kind including, without limitation, any representation or warranty as to the accuracy or completeness of any information, written or oral, regarding the Company delivered or made available to Purchaser or Merger Sub and any of their respective Representatives, in each case except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule), and neither the Company, its directors, officers, employees, agents or other Representatives, nor any other Person shall be subject to any liability to Purchaser or Merger Sub or any other Person resulting from the Company’s delivering or making available, or Purchaser or Merger Sub’s use of, such information, or any information, documents or material made available to Purchaser or Merger Sub, including in the virtual data room, management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company makes no representation or warranty to Purchaser or Merger Sub with respect to, and neither Purchaser nor Merger Sub has relied upon, any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or the future business, operations or affairs of the Company heretofore or hereafter delivered to or made available to Purchaser, Merger Sub or their respective Representatives or Affiliates.

Purchaser and Merger. Sub shall have performed in all --------- material respects all of their obligations hereunder required to be performed by them at or prior to the Effective Time.

Purchaser and Merger. Sub shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by them prior to or on the Closing Date; provided that with respect to agreements, covenants and conditions that are qualified by materiality, Purchaser and Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respects.

Purchaser and Merger. Sub hereby represent and warrant to the Company and the Red River Shareholders that neither the Purchaser nor Merger Sub have engaged or utilized the services of any broker or finder in connection with this transaction and that no commissions are payable with respect to this transaction. Purchaser and Merger Sub hereby agree to indemnify and hold the Red River Shareholders and the Company harmless from and against any liability for any claims of any other broker or finder claiming by, through or under Purchaser and Merger Sub.

Purchaser and Merger. Sub covenant and agree that, from and after Closing, it shall cause ▇▇▇▇▇ to indemnify, hold harmless and advance expenses to each Person who is or was a director and/or officer of ▇▇▇▇▇, a member of the ESOP Committee or a trustees or other fiduciaries of the Trust or the ▇▇▇▇▇ ESOP, with respect to any Proceeding, Liability or claim arising out of or relating to such Person serving or having served in any such capacity prior to the Effective Time, to the extent that such Person is entitled to such indemnification, hold harmless and expense advances pursuant to and in accordance with (i) the provisions of the articles of incorporation or bylaws of ▇▇▇▇▇ as in effect at the Closing, (ii) Nevada law, (iii) any written indemnification agreement disclosed in the ▇▇▇▇▇ Disclosure Schedule, and/or (iv) the provisions of the ▇▇▇▇▇ ESOP or the Trust as in effect at the Closing.

Purchaser and Merger. Sub shall have received the stock books, minute books, and corporate seal (if any) of the Company and its subsidiaries, if any.