Solvency of the Seller and Related Matters Sample Clauses

Solvency of the Seller and Related Matters. Such Seller is consummating the Acquisition and the other transactions contemplated hereby in good faith, for a legal and valid business reason, and not with any intent to hinder, delay or defraud any entity to which such Seller is, intends to be or believes that such Seller will become, indebted. Such Seller is receiving such Seller’s Relevant Portion of the Closing Date Payment Amount for the consummation of the Acquisition and the other transactions contemplated hereby, and has not thereby received less than reasonably equivalent value or fair consideration in exchange therefor. Both immediately prior to and immediately after the consummation of the Closing, such Seller has not incurred debts, does not intend to incur debts and does not believe that it has incurred debts that would reasonably be expected to have an adverse effect on such Seller’s ability to pay such debts as they mature.
Sample 1
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Related to Solvency of the Seller and Related Matters

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • NOW, THEREFORE the parties hereto agree as follows:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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