Acquiror Principal Shareholders definition
Examples of Acquiror Principal Shareholders in a sentence
No Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against the Acquiree for any commission, fee or other compensation as a finder or broker, or in any similar capacity, based upon arrangements made by or on behalf of the Acquiree, and the Acquiree will, jointly and severally, indemnify and hold the Acquiror and the Acquiror Principal Shareholders and harmless against any liability or expense arising out of, or in connection with, any such claim.
No information obtained in the foregoing investigation by Acquiree pursuant to this Section 7.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Acquiror or the Acquiror Principal Shareholders to consummate the transactions contemplated hereby.
There is no Action pending against, or to the Knowledge of the Acquiror or any of the Acquiror Principal Shareholders, threatened against or affecting, the Acquiror or any Acquiror Principal Shareholder by any Governmental Authority or other Person with respect to the Acquiror or its business or that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement.
No representation or warranty of such Acquiree Shareholder contained in this Agreement or any other Transaction Document and no statement or disclosure made by or on behalf of such Acquiree Shareholder to the Acquiror or the Acquiror Principal Shareholders pursuant to this Agreement or any other agreement contemplated herein contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.
The Acquiror is not in violation of and, to the Knowledge of Acquiror or any of the Acquiror Principal Shareholders, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, rule, regulation, judgment or Order.
Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholders are responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.
The Acquiror Principal Shareholders and the Acquiror shall take all actions necessary to terminate such agreements at such time.
This Agreement has been, and each of the Transaction Documents to which the Acquiror, the Acquiror Principal Shareholders or any of them, as applicable, are a party will be, duly and validly authorized and approved, executed and delivered by the Acquiror and the Acquiror Principal Shareholders.
All documents and other papers delivered or made available by or on behalf of the Acquiror or the Acquiror Principal Shareholders in connection with this Agreement are true, complete, correct and authentic in all material respects.
The Acquiror Principal Shareholders shall promptly pay to the Acquiree the excess of (1) the Taxes that are apportioned to the Acquiror Principal Shareholder under the terms of this Section 9.2, over (2) the amount of such Taxes that would have appeared on any such Tax Return that have been paid by the Acquiror or the Acquiror Principal Shareholders on or prior to the Closing Date.