Buyer definition
Examples of Buyer in a sentence
Seller acknowledges that neither Buyer nor any of its affiliates is acting as a fiduciary or financial or investment adviser to any of the Seller Parties, and has not given any Seller Party any investment advice, opinion or other information on whether the sale of the Sale Shares is prudent.
Seller understands that Buyer will rely on the accuracy and truth of the foregoing representations, and Seller hereby consents to such reliance.
Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), Xxxxxx agrees to sell to Buyer, and Xxxxx agrees to purchase from Seller, the Sale Shares for the Upfront Purchase Price (as defined below).
This Agreement has been duly executed and delivered by Buyer and constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms, except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally; and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
No material consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or entity is required on the part of Buyer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (other than consents obtained on or before the Closing).