Conveying Party definition
Examples of Conveying Party in a sentence
Each Conveying Party hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable and perpetual and shall not be terminated by any act of any Conveying Party or its successors or assigns or by operation of law.
Each Conveying Party hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest, and are and will be irrevocable and perpetual and will not be terminated by any act of any Conveying Party or its successors or assigns or by operation of Law.
Without the prior written consent of the Conveying Party, the Receiving Party shall not use, disclose, divulge or otherwise disseminate any Confidential Information of the Conveying Party to any person or entity, except for the Receiving Party's attorneys, accountants and such other professionals as the Receiving Party may retain in order for it to perform and enforce the provisions of this Agreement.
Either party receiving Confidential Information (a "Receiving Party") from the other party (a "Conveying Party") shall hold all Confidential Information in the strictest confidence and shall protect all Confidential Information of the Conveying Party with at least the same degree of care that the Receiving Party exercises with respect to its own propriety information.
Each Acquiring Party hereby waives compliance by the Conveying Party with the provisions of the bulk sales laws of all applicable jurisdictions to the extent permitted by law.
Each Acquiring Party acknowledges that, notwithstanding anything in this Agreement to the contrary, the Conveying Party will not comply with the provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement.
The Pre-Closing Deductible Threshold and the "cap" shall be applied collectively to each of the Conveying Parties; provided that neither the Pre-Closing Deductible Threshold nor the "cap" shall apply in the event of a fraud by any Conveying Party (including a good faith and reasonable allegation of fraud by a Lender Party against any Conveying Party).
Each Conveying Party shall cooperate with the Acquiring Party's efforts in this regard and assist in any transfer or reissuance of a Permit or Environmental Permit held by such Conveying Party or the procurement of any other Permit or Environmental Permit when so requested by the Acquiring Party.
Prior to the Exchange Closing Date, to the extent applicable, each Acquiring Party shall provide to the applicable Conveying Party appropriate certificates of Tax exemption from each applicable taxing authority.
Each Conveying Party shall file, to the extent required by, or permissible under, applicable law, all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and, if required by applicable law, the Acquiring Party shall join in the execution of any such Tax Returns and other documentation, except to the extent that such execution is inconsistent with the Party's commitments in the Auction Agreements.