Remedies of Buyer and Parent Sample Clauses

Remedies of Buyer and Parent. Seller agrees that the Assets are unique and not otherwise readily available to Buyer. Accordingly, Seller acknowledges that, in addition to all other remedies to which Buyer and Parent are entitled, Buyer and Parent shall have the right to enforce the terms of this Agreement by a decree of specific performance.
Sample 1
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Remedies of Buyer and Parent. (a) The parties hereto understand that Buyer and Parent shall first seek recourse against the Escrow Shares and shall only pursue its other remedies against Seller and the Shareholders in the event that the Escrow Shares are depleted or the Escrow Agreement has been terminated. In accordance with the terms of the Escrow Agreement, in the event of a Loss to which a Buyer Indemnified Party is entitled to indemnification hereunder, the Escrow Agent (or the Shareholders in accordance with clause (c) below) shall deliver to Parent shares of Parent Common Stock where the product of (i) the number of such shares times (ii) the average closing sale price of the Parent Common Stock, as quoted on NMS for the 20 trading days ending on and including the third trading day preceding the Final Determination Date equals the amount of such Loss. The "
Sample 1

Related to Remedies of Buyer and Parent

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub hereby represent and warrant to Seller as follows:

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT Each of Purchaser and Parent hereby represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB Purchaser and Merger Sub hereby represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT Seller and Parent jointly and severally represent and warrant to Buyer as follows:

  • COVENANTS OF SELLER AND BUYER Seller and Buyer each covenant with the other as follows:

  • Remedies; Specific Performance The Company stipulates that there would be no adequate remedy at law to the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant and accordingly, the Company agrees that, in addition to any other remedy to which the Holder may be entitled at law or in equity, the Holder shall be entitled to seek to compel specific performance of the obligations of the Company under this Warrant, without the posting of any bond, in accordance with the terms and conditions of this Warrant in any court of the United States or any State thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Warrant, the Company shall not raise the defense that there is an adequate remedy at law. Except as otherwise provided by law, a delay or omission by the Holder hereto in exercising any right or remedy accruing upon any such breach shall not impair the right or remedy or constitute a waiver of or acquiescence in any such breach. No remedy shall be exclusive of any other remedy. All available remedies shall be cumulative.

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

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