Purchaser Impediments Sample Clauses

Purchaser Impediments. As of the date hereof, there is no Action pending or, to the Knowledge of Purchaser, threatened, or any outstanding Order against Purchaser or any of its Affiliates which (a) would affect in any material respect the validity or enforceability of this Agreement, (b) seeks to enjoin or prohibit the consummation of the Transactions or (c) would (i) materially impair or materially delay the ability of Purchaser to obtain Required Approvals (other than the Bankruptcy Court Approvals and Foreign Court Approvals) or (ii) individually or in the aggregate, reasonably be likely to have a Purchaser Material Adverse Effect. As of the date hereof, to the Knowledge of Purchaser, there are no facts or circumstances involving Purchaser or its Affiliates (or involving any permitted assignee of the rights of Purchaser hereunder pursuant to Section 9.4) that would reasonably be expected to prohibit or materially delay the granting of any Required Approval (other than the Bankruptcy Court Approvals and Foreign Court Approvals).
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Purchaser Impediments. There is no civil, criminal or administrative action, suit, hearing, proceeding or investigation pending or, to the knowledge of Purchaser, threatened, or outstanding, order, writ, judgment, award or injunction of any Governmental Entity, against Purchaser or any of its Affiliates that, individually or in the aggregate, would be reasonably likely to impair or delay the ability of Purchaser to obtain the consents, approvals, waivers or authorizations described in Section 4.3 or impair or delay the ability of the parties hereto to consummate the transactions contemplated hereby.
Purchaser Impediments. (a) There is no Action pending or, to the Knowledge of Purchaser, threatened in writing, or any outstanding Governmental Order, against Purchaser or any of its Affiliates which (i) challenges the validity or enforceability of this Agreement, (ii) seeks to enjoin or prohibit the consummation of the transactions contemplated hereby or (iii) would (A) prevent the Purchaser from obtaining the Required Approvals (as applicable) or (B) individually or in the aggregate, reasonably be likely to have a Purchaser Material Adverse Effect. Purchaser has no reason to believe that any facts or circumstances related to its identity or regulatory status will materially impair or delay its ability to obtain the Required Approvals (as applicable). Except as would not, individually or in the aggregate, reasonably be likely to have a Purchaser Material Adverse Effect, (I) Purchaser holds and maintains in full force and effect all Governmental Authorizations required to conduct its business in the manner and in all such jurisdictions as it is currently conducted, (II) Purchaser is in compliance with all such Governmental Authorizations and (III) Purchaser has not received, at any time since December 31, 2017, any written notice from any Governmental Authority regarding any actual or alleged violation of, or failure on the part of Purchaser to comply with, any term or requirement of any such Governmental Authorization that has not been remedied. Since December 31, 2018, no Purchaser Material Adverse Effect has occurred.
Purchaser Impediments. As of the date hereof, there is no Action pending or, to the Knowledge of Purchaser, threatened in writing, or any outstanding Governmental Order, against Purchaser or any of its Affiliates which (a) challenges the validity or enforceability of this Agreement, (b) seeks to enjoin or prohibit the consummation of the transactions contemplated hereby or (c) would (i) impair or delay the ability of Purchaser to promptly obtain Required Approvals (as applicable) or (ii) individually or in the aggregate, reasonably be likely to have a Purchaser Material Adverse Effect. As of the date hereof, Purchaser has no reason to believe that - #PageNum# - 703550379 any facts or circumstances related to its identity or regulatory status will impair or delay its ability to promptly obtain the Required Approvals (as applicable). Except as would not, individually or in the aggregate, reasonably be likely to have a Purchaser Material Adverse Effect, (A) Purchaser holds and maintains in full force and effect all Governmental Authorizations required to conduct its business in the manner and in all such jurisdictions as it is currently conducted, (B) Purchaser is in compliance with all such Governmental Authorizations and (C) Purchaser has not received, at any time since December 31, 2009, any written notice from any Governmental Authority regarding any actual or alleged violation of, or failure on the part of Purchaser to comply with, any term or requirement of any such Governmental Authorization that has not been remedied. Since December 31, 2011, no Purchaser Material Adverse Effect has occurred.
Purchaser Impediments. (a) There is no Action pending or, to the Knowledge of Purchaser, threatened in writing, or any outstanding Order, against Purchaser or any of its Affiliates which (i) challenges the validity or enforceability of this Agreement, (ii) seeks to enjoin, prohibit or restrain the consummation of the transactions contemplated hereby or (iii) would (A) materially impair, impede or delay the ability of Purchaser to promptly obtain or make the filings, registrations, notifications, consents, approvals, authorizations, waiting period expirations or terminations, waivers and permits set forth in Section 3.03, Section 4.04(a) and Section 4.04(b) of the Disclosure Schedule or (B) otherwise, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Related to Purchaser Impediments

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Purchaser 2.1 Full Name:

  • Transferred Contracts As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Purchased Contracts The obligation of CNHCR to purchase the Purchased Contracts is subject to the satisfaction of the following conditions:

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Transfer Timing Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter.

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