Seller's Principal Clause Samples

Seller's Principal. Principal has read the terms and conditions of this Agreement and has (or will, prior to Closing) read the Transaction Documents and acknowledges that (1) the execution of this Agreement and the Transaction Documents and the undertakings of Principal in this Agreement and the Transaction Documents are (or will be) in partial consideration for, and a condition to the consummation by, Purchaser of the transactions contemplated by this Agreement and the Transaction Documents, and (2) Purchaser would not have executed (or will not execute) this Agreement or any Transaction Documents executed (or to be executed) pursuant to this Agreement without the execution of this Agreement and such undertakings by Principal. Between the Execution Date and the end of the 2nd year following the Closing Date, Seller and Principal agree that they will not dissolve, reorganize or make any material changes to the organizational structure or formation agreements and documents of Seller except as described in Section 5.7 above; provided, however, that Seller may undertake such a transaction if Purchaser receives an express written assumption of Seller’s then surviving rights and obligations under this Agreement and any Transaction Document, with such assumption being signed by, and binding on, the party or parties succeeding to the interest of Seller and the party or parties receiving anything more than a de minimis portion of the proceeds of the transactions contemplated by this Agreement.