We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Purchaser Parties Sample Clauses

Purchaser Parties. Section 6.08(e) Purchasers..................................................................... Preamble Schedule 13E-3................................................................. Section 1.01(c) Schedule 13E-4................................................................. Section 1.01(c) Scheduled Intellectual Property................................................ Section 4.14(a) SEC............................................................................ Section 1.01(c) Securities Act................................................................. Section 4.06(a) Shareholder....................................................................
Purchaser Parties. INNOVIVA, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer INNOVIVA MERGER SUB, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President ENTASIS THERAPEUTICS HOLDINGS INC. By: /s/ Manoussos Perros Name: Manoussos Perros, Ph.D. Title: President and Chief Executive Officer
Purchaser Parties. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Purchaser Parties and the Company shall not have any rights to rely on or enforce any of the provisions hereof (except that (a) the provisions of Section 7.6, unless a Default or an Event of Default shall then exist, and of Sections 7.8(f) and 7.9(a) are also for the benefit of the Company and (b) the Company is entitled to rely on any release executed by the Administrative Agent as authorized by Section 7.8). In performing its functions and duties under the Note Documents, except as expressly otherwise provided in Section 8.6(c), the Administrative Agent shall act solely as Administrative Agent of the Purchasers and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Company.
Purchaser Parties. (a) Notwithstanding anything in this Agreement to the contrary, each of the Purchaser Parties shall be responsible for the Liabilities of the Purchaser Parties hereunder, severally but not jointly, without duplication, as follows: (i) GPFT Holdco shall bear 100%; (ii) GLAC shall bear (A) prior to the Closing, 20% or, from and after the effectiveness of any designation pursuant to the second sentence of Section 2.1(b), such lesser percentage equal to the aggregate percentage of Shares it has been designated to purchase and (B) from and after the Closing, such percentage equal to the aggregate percentage of Shares it actually purchases at the Closing; and (iii) Acorn Holdco shall bear (A) prior to the Closing, 80% or, from and after the effectiveness of any designation pursuant to the second sentence of Section 2.1(b), such greater percentage equal to the aggregate percentage of Shares it has been designated to purchase and (B) from and after the Closing, such percentage equal to the aggregate percentage of Shares it actually purchases at the Closing. (b) Without limiting Section 5.17(a), GPFT Holdco shall cause Acorn Holdco and GLAC to perform their respective obligations and satisfy their respective Liabilities under this Agreement, including as necessary compelling Acorn Holdco and GLAC to make payments and raise capital.
Purchaser Parties. 10 REA.................................................7
Purchaser Parties. Notwithstanding any other provision of this Agreement to contrary, in the event that the Mergers are not consummated, each of the Purchaser Parties agrees that it will be responsible for payment of any legal expenses incurred by them in connection with this Agreement and the transactions contemplated hereby, and that it shall have no right to seek reimbursement of such expenses from any other party. In the event that the Mergers are consummated, all fees and expenses incurred by the Purchaser Parties in connection with this Agreement and the transactions contemplated hereby, shall be included in the Per Share Transaction Expenses.
Purchaser Parties. Schedule 3.2(d) attached hereto accurately identifies all Persons holding (i) a direct economic or voting interest in the Purchaser and (ii) an indirect economic or voting interest in the Purchaser of 5% or more other than any stockholders of Loral Space & Communications Inc. (“Loral”) who have reported their beneficial ownership of the capital stock of Loral on Forms 13D and/or 13G filed with the U.S. Securities and Exchange Commission at any time prior to the Closing Date (each such Person, a “Purchaser Party” and such Persons, collectively, the “Purchaser Parties”) as well as a description of the direct and indirect economic and voting interests of the Purchaser Parties in the Purchaser and specifying which of these Persons are Canadian (within the meaning of the Telecommunications Act). The information disclosed to the Seller on Schedule 3.2(d) attached hereto relating to the structure and governance of the Purchaser (the “Structural Information”) is complete and accurate in all material respects.
Purchaser Parties. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the other Purchaser Parties and the Company shall not have any rights to rely on or enforce any of the provisions hereof (except that (a) the provisions of Section 7.6, unless a Default or an Event of Default shall then exist, and of Sections 7.8(f) and 7.9(a) are also for the benefit of the Company and (b) the Company is entitled to rely on any [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. Nortel Note Purchase Agreement release executed by the Administrative Agent as authorized by Section 7.8). In performing its functions and duties under the Note Documents, except as expressly otherwise provided in Section 8.6(c), the Administrative Agent shall act solely as Administrative Agent of the Purchasers and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Company.

Related to Purchaser Parties

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

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

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

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

  • Indemnified Persons The Trustee, the Master Servicer, the Company, the Trust Fund and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

  • Purchaser The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.

  • Purchaser Representative (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Xxxxxx Xxxxxx, in the capacity as the Purchaser Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party any indemnification claims by any of them under Article VI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Purchaser Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Purchaser Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Purchaser Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Seller or the Seller Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, the Seller Representative, the Seller or any Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.16 are irrevocable and coupled with an interest. The Purchaser Representative xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement. (b) The Purchaser Representative shall not be liable for any act done or omitted under any Purchaser Representative Document as the Purchaser Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Purchaser shall indemnify, defend and hold harmless the Purchaser Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Purchaser Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Purchaser Representative’s duties under any Purchaser Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Purchaser Representative. In no event shall the Purchaser Representative in such capacity be liable under or in connection with any Purchaser Representative Document for any indirect, punitive, special or consequential damages. The Purchaser Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Purchaser Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Purchaser Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Purchaser, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Purchaser Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Purchaser Representative under this Section 9.16 shall survive the Closing and continue indefinitely. (c) The Person serving as the Purchaser Representative may resign upon ten (10) days’ prior written notice to the Purchaser and the Seller Representative, provided, that the Purchaser Representative appoints in writing a replacement Purchaser Representative. Each successor Purchaser Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Purchaser Representative, and the term “Purchaser Representative” as used herein shall be deemed to include any such successor Purchaser Representatives.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • MCUA PARTIES Any of the following types of entities that have executed a Master Contract Usage Agreement with Enterprise Services: ▪ Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington; ▪ Federal governmental agencies or entities; ▪ Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and ▪ Federally-recognized Indian Tribes located in the State of Washington.