PURCHASER'S ACTIONS. 5.1 The Seller and the Promoters shall not be liable in respect of a claim under the Transaction Documents to the extent that the claim would not have arisen but for a breach of this Agreement by the Purchaser.
5.2 The Seller and the Promoters shall not be liable in respect of a claim under the Transaction Documents to the extent that the claim would not have arisen but for an act, omission or transaction occurring before Completion at the express written request or express written direction of the Purchaser.
PURCHASER'S ACTIONS. No member of the Sellers’ Group shall have any liability for any Loss to the extent that such Loss would not have arisen but for any change in the accounting policies, practices or procedures adopted by any member of the Purchasers’ Group or the Target Companies, or for any other voluntary act or any omission by any member of the Purchasers’ Group or the Target Companies after the Closing Date other than bona fide changes in the business or operation of the Target Companies implemented by the Purchasers’ Representative in the Ordinary Course following the Closing Date.
PURCHASER'S ACTIONS. Purchaser shall transfer to Seller (by wire transfer to a bank account to be notified by Seller to Purchaser) the Total Net Purchase Price of CHF 179,193,000.—, to be credited and available for Seller on Seller’s bank account on 11 a.m., Swiss time, on the Closing Date. Furthermore Purchaser shall repay by wire transfer the intercompany loans Seller and Seller’s Affiliated Companies have granted to the Companies as listed in Schedule 3.3.2 (such loans shall be taken into account as financial debt in the calculation of the Closing Date Net Working Capital Amount). Any amount not repaid on the Closing Date shall be repaid as soon as possible thereafter, and shall accrue interest equal to 6 % p.a. from the Closing Date.
PURCHASER'S ACTIONS. 5.1 The Vendor shall not be liable in respect of a Claim to the extent that the Claim would not have arisen but for an act or omission of the Purchaser after Completion or to the extent that the Claim would not have arisen but for a breach of this Agreement by the Purchaser.
5.2 The Vendor shall not be liable in respect of a Claim to the extent that the Claim (i) would not have arisen but for an act, omission or transaction occurring before Completion at the request or direction of or with the consent of Purchaser or (ii) arose as a result of the Vendor’s compliance with the terms of this Agreement.
PURCHASER'S ACTIONS. Nothing in this Article VII shall require the continued employment of any person or prevent the Purchaser from taking any action or refrain from taking any action which any Seller or any Seller Associate, prior to the Closing Date, could have taken or refrained from taking.
PURCHASER'S ACTIONS. Between the date of this Agreement and the earlier of the Closing Date or the Termination of this Agreement, except as otherwise expressly contemplated herein, Purchaser covenants to Seller that it shall not, without the prior written consent of Seller, which consent shall not be unreasonably withheld, take any action that would:
(a) delay or adversely affect the ability of Purchaser to obtain any necessary approvals of regulatory authorities required for the transactions contemplated hereby;
(b) adversely affect its ability to perform its covenants and agreements on a timely basis under this Agreement; or
(c) directly or indirectly agree to take any of the foregoing actions.
PURCHASER'S ACTIONS. Notwithstanding anything to the contrary provided herein or elsewhere, the Purchasers may only act with respect to this Agreement, the Pledged Securities and Pledge Collateral based upon unanimous written consents of both Purchasers.
PURCHASER'S ACTIONS. Purchaser agrees ------------------- that it will not make any election under Code Section 338 with respect to the transactions contemplated by this Agreement or take any other action, or cause any of the Acquired Companies to take any action, which might have the affect of increasing any Tax liability of Seller for any period ending on or prior to the Closing Date.
PURCHASER'S ACTIONS. 5.1 The Seller shall not be liable for a Claim in respect of any matter, fact or circumstance:
5.1.1 to the extent that the relevant Claim arises or is increased (but in the latter case only to the extent of the amount of the increase) as a consequence of an act or omission of the Purchaser or any of its Affiliates from time to time (including from First Completion, any member of the Complete Target Group), including a change of valuation method, which the Purchaser (or such Affiliate), actually knew, or ought reasonably to have actually known, would result in a Claim (or result in the increase of the amount of such Claim), and except for such voluntary act or omission which was carried out to comply with Applicable Laws or lawful requirements of Governmental Authorities or in consequence of the execution and performance of, and in accordance with the terms of, this Agreement or any other Transaction Document;
5.1.2 to the extent that the relevant Claim arises or is increased as a consequence of an act, omission or transaction occurring before First Completion at the request or direction of or with the consent (whether actual or deemed) of the Purchaser or any member of the Purchaser's Group; or 91 EU1/ 502543630.3 EXHIBIT 4.1
5.1.3 to the extent that the amount of such Claim is actually recovered under any policy of insurance maintained by the Purchaser or from First Completion, any of the Complete Target Group or would have been so recovered if the policy of insurance has been maintained after the First Completion End Date on no less favourable terms than those existing at the First Completion End Date.
PURCHASER'S ACTIONS. The Purchaser shall take the following actions:
(i) The Purchaser shall take all corporate action to change the name of the Company to e2v semiconductors SAS as of the Closing Date.
(ii) The Purchaser shall also take all corporate action to elect a new Président of the Company. (iii) The Purchaser shall deliver to the Seller an amount equal to US$ 140,000,000, in immediately available funds by wire transfer to an account of the Seller, which account shall be designated by the Seller, by notice to the Purchaser, not later than two business days prior to the Closing Date.
