Purchaser’s Pre-Closing Knowledge Sample Clauses

Purchaser’s Pre-Closing Knowledge. If at any time after the Effective Date, either Purchaser or any Seller are or become aware of any fact or information which makes a representation or warranty of Sellers contained in Section 9.1.1 through 9.1.29 hereof (collectively, the “Designated Representations”) untrue in any material manner, said party shall promptly disclose such fact in writing to the other parties hereto. If the Seller making such representation has taken no willful act which is prohibited under this Agreement to cause the representation to become untrue, such Seller shall not be in default under this Agreement and the sole remedy of Purchaser shall be to (i) proceed to Closing, in which case Purchaser shall be deemed to have waived its rights with respect to any such breach of representation or warranty, or (ii) solely in the event that Seller fails to cure such breach within thirty (30) days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such thirty (30) day period would exceed the Closing Date, at their option, Sellers may extend such Closing Date for the period required to effect such cure, but not beyond the date which is thirty (30) days from Purchaser’s foregoing written notice), and (A) if such breach of representation or warranty would cause a Purchaser Closing Condition to be unsatisfied, terminate this Agreement by written notice to Sellers within five (5) Business Days after the expiration of such cure period (the “Purchaser Notice Date”) or (B) if such breach of representation or warranty would not cause a Purchaser Closing Condition to be unsatisfied, proceed to Closing without waiving its rights with respect to such breach of representation or warranty (but subject in all respect to the other express limitations of this Agreement, including without limitation Sections 11.1 and 11.2). Notwithstanding the foregoing, Purchaser shall not be entitled to exercise the foregoing rights in the event that the Designated Representations of any Seller contained in Sections 9.1.3, 9.1.5, 9.1.6, 9.1.7, 9.1.8, 9.1.9, 9.1.13, 9.1.14, 9.1.15, 9.1.19, 9.1.20, and 9.1.29 (collectively, the “Property Representations”) have become untrue under this Agreement by reason of either (x) changed facts or circumstances which, pursuant to the terms of this Agreement, are not prohibited from occurring, or (y) changes in conditions (including changes in law or generally accepted accounting principles) affecting the hospitality or real estate ...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Purchaser’s Pre-Closing Knowledge

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Seller’s Closing Documents For and in consideration of, and as a -------------------------- condition precedent to, Purchaser's delivery to Seller of the Purchase Price described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's expense, and deliver to Purchaser at Closing the following documents (all of which shall be duly executed, acknowledged, and notarized where required and shall survive the Closing):

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

Time is Money Join Law Insider Premium to draft better contracts faster.