Seller’s Actions. Seller has not deposited or released any Hazardous Materials (as defined below) on the Property in violation of any applicable laws, rule or regulations in existence as of the Effective Date.
Seller’s Actions. Seller shall use reasonable efforts prior to the Closing Date to satisfy all of the closing conditions set forth in Paragraphs 10.1(K) through (J) and cooperate with Buyer (as applicable) to complete any documentation required to effectuate the matters contained therein.
Seller’s Actions. Each Major Seller hereby agrees that at any meeting of the stockholders of the Company however called, it shall (a) vote such Seller's Shares in favor of the Merger or any other transaction contemplated by the Merger Agreement, (b) vote such Seller's Shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement and
Seller’s Actions. The Seller has not acted and will not act in concert with any other stockholder of Oxis, either in the negotiation and execution of this letter agreement or in connection with the consummation of the transactions contemplated hereunder. The Seller is not a member of any "group", as defined under the federal securities laws, with respect to the Seller's ownership or sale of the Shares, the voting thereof, or otherwise in connection with Oxis, and the Seller has no agreement, written or oral, with any stockholder of Oxis or any third party relating to any matter concerning the affairs of Oxis. The Seller acknowledges that the Seller has separately negotiated with Axonyx the terms and conditions of this letter agreement and that the delivery of a signed copy hereof to Axonyx does not mean that Axonyx has made any offer to the Seller to acquire the Shares or that the Seller is making an offer to Axonyx to sell the Shares to it. The Seller is not acquiring the Exchange Shares as a result of any general solicitation or general advertisement by Axonyx, or any offer or other limited solicitation by Axonyx to stockholders of Oxis.
Seller’s Actions. 3.3.1.1 With respect to the transfer of the Shares, the following actions shall be performed by Seller and the Selling Subsidiaries. On the Closing Date Seller shall deliver to Purchaser and/or cause certain of its Affiliated Companies to deliver: – The Shares – All documents necessary to effect the valid transfer of the ownership of the Shares, including, but not limited to, the documents listed in Schedule 3.3.1
3.3.1.2 Furthermore, Seller shall repay by wire transfer all the intercompany loans (principal amounts plus accrued interest) that the Companies have granted to Seller or Seller’s Affiliated Companies and that exist on the Closing Date (the cash repaid shall be taken into account in the computation 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.
Seller’s Actions. Promptly upon receipt of an Option Notice from Buyer, Seller shall undertake all actions required in order for Seller to convey title of the Development Property to Buyer pursuant to the terms of this Agreement.
Seller’s Actions. In addition to any provisions of this Agreement that gives the City Manager/Executive Director the authority to make decisions and grant approvals, the Sellers hereby authorizes the City Manager/Executive Director to deliver such approvals, consents as are contemplated by this Agreement, waive requirements under this Agreement, and modify this Agreement, on behalf of the Sellers provided that the applicable approval, consent, waiver or modification is not substantial (i.e., does not change the fundamental business transaction between the District and the Sellers, as determined by the City Manager/Executive Director in his reasonable discretion).
Seller’s Actions. From the date of this Agreement through the Closing:
(a) Seller shall use its reasonable efforts to cause the conditions to the obligations of Seller set forth in Article VII to be satisfied to the extent that the satisfaction of such conditions is within the control of Seller or its Subsidiaries or affiliates; and (b) Seller shall not take any action or omit to take any action within its reasonable control to the extent such action or omission might result in a breach of any covenant or agreement of Seller or its Subsidiaries or affiliates in this Agreement or in any representation or warranty made by any of them in this Agreement being inaccurate or incorrect on and as of the Closing Date.
Seller’s Actions. Seller shall not sell, transfer or encumber any of the Shares and shall not enter into any commitment to sell, transfer or encumber any of the Shares. Seller shall cause the Company to comply with all of the terms of this Agreement applicable to them, including Section 6.
1. To the extent that any covenant or agreement in this Article 6 requires Seller to cause or to not permit (or words of similar import) the Company to take a certain action, such covenant or agreement of Seller shall not be deemed breached by Seller so long as the action at issue is related to a matter which is principally in control of the Company's management and so long as Seller used its "reasonable best efforts" to cause or to not permit the Company to take such action.
Seller’s Actions. All proceedings to be taken by Seller in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and Buyer's counsel, and Seller shall have made available to Buyer for examination the originals or true and correct copies of all documents which Buyer may reasonably request in connection with the transactions contemplated by this Agreement.
