Pursuant to the Purchase Agreement. Buyer and Seller agreed that Buyer would deposit a portion of the Purchase Price with the Escrow Agent to provide a source to fund any Chip Change Credit, any Purchase Price Deduct and any indemnification obligation of Seller pursuant to Section 8.1 of the Purchase Agreement.
Pursuant to the Purchase Agreement. Buyer was entitled to purchase up to 2,000,000 shares of Preferred Stock.
Pursuant to the Purchase Agreement. Buyer has agreed, among other things, to (i) not to sell or license the Purchased Software except in the case of a sale of substantially all of the assets purchased by Buyer from Seller pursuant to the terms and conditions of the Purchase Agreement to a wholly unaffiliated third party; (ii) not to use the Purchased Software for any purpose other than those purposes related directly to the operation of the Website; and (iii) inform all affiliates, subsidiaries, and successors in interest of the foregoing restrictions.
Pursuant to the Purchase Agreement. ADM has granted certain rights to the use of ADM's Patents as more fully described in Schedule 1.2 to the Purchase Agreement. ADM will manufacture the Aurex-3 for NEAI pursuant to the terms of this Agreement and will manufacture the Aurex-3 at the Facility for other customers not in conflict with the rights so purchased by NEAI.
Pursuant to the Purchase Agreement. CRI Acquisition agreed to protect, indemnify and hold harmless Computer Research, Mr. Xxxxxxx xxx his wife and Mr. Xxxxxxx xxxinst all liabilities arising out of a breach by CRI Acquisition of any of its representations, warranties, covenants or agreements in the Purchase Agreement. - Prior to the consummation of the offer, Mr. Xxxxxxx, Xx. Xxxxxxx xxx Computer Research have an obligation to jointly and severally protect, indemnify and hold harmless CRI Acquisition, its affiliates and their officers, directors, employees, representatives and agents against all liabilities arising out of a breach of any of the representations, warranties, covenants or agreements made by any of them in the Purchase Agreement. Following the consummation of the offer, only Mr. Xxxxxxx xxx Mr. Xxxxxxx xxxe this joint and several indemnification obligation, which extends until July 7, 2002. Representations and Warranties. Computer Research, Mr. Xxxxxxx xxx Mr. Xxxxxxx xxxe customary representations and warranties to CRI Acquisition with respect to, among other things, Computer Research's organization, capitalization, financial statements, public filings, conduct of business, intellectual property, 20 21 compliance with laws, litigation and undisclosed liabilities. Additionally, Computer Research, Mr. Xxxxxxx xxx Mr. Xxxxxxx xxxresented and warranted to CRI Acquisition that certain anti-takeover laws of Pennsylvania do not apply to Computer Research. As a condition to the consummation of the offer, the representations and warranties must be true unless CRI Acquisition waives them or they would not, in the aggregate, result in a material adverse change in the business, condition, assets or prospects of Computer Research.
Pursuant to the Purchase Agreement. Buyer and Seller agreed that Buyer would deposit a portion of the Purchase Price with the Escrow Agent to provide a source to fund the release or other disposition of any tax liens on the Assets to be Acquired.
Pursuant to the Purchase Agreement. Buyer has agreed to purchase (i) all of the outstanding shares of capital stock of RIH from Seller and (ii) the Warehouse Assets and all of the outstanding shares of capital stock of New Pier from Parent.
Pursuant to the Purchase Agreement it is a condition precedent to the obligation of each of the Lenders to consummate the transactions contemplated by the Purchase Agreement that Borrower shall have granted a security interest in the Collateral as contemplated by this Security Agreement to secure the payment obligations of Borrower.
