Examples of German Buyer in a sentence
Each of the UK Buyer and the German Buyer has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the Related Documents to which it is a party.
Seller, UK Seller, Buyer, UK Buyer and German Buyer have caused this Amendment to be executed by its duly authorized representatives as of the date first written above.
Buyer and German Buyer are acquiring the Shares solely for the purpose of this investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any state or non-U.S. Law of similar effect.
The Business Assets, together with the rights granted to Buyer and German Buyer pursuant to this Agreement and the Ancillary Agreements and any other agreements to be entered into pursuant hereto or thereto, will constitute on the Closing Date all of the assets necessary to conduct the Business in the same manner in all material respects as the Business is presently conducted.
At Closing, the Ancillary Agreements will be duly authorized, executed and delivered by each Seller, as applicable, and, assuming due authorization, execution and delivery by Buyer or German Buyer, as applicable, will constitute legal, valid and binding agreements of each Seller, as applicable, enforceable in accordance with their terms, subject to the Bankruptcy and Equity Principles.
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Sellers, Buyer and German Buyer shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangement designed to minimize any applicable Transfer Taxes or notarial fees; including providing notice of the transaction as contemplated by Section 2.7 of the Seller Disclosure Letter to the applicable German Governmental Authorities within 14 days following the date hereof.
Except for the retention of such Persons set forth in Section 4.4 of the Buyer Disclosure Letter, the fees and expenses of which will be paid by Buyer in accordance with Section 9.4, Buyer and German Buyer have not employed any broker, finder or investment banker or incurred any liability for any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.
Each of Buyer and German Buyer has such knowledge and experience in financial and business matters and investments in general that make it capable of evaluating the merits and risks of purchasing the Shares.
There is no suit, investigation, action or other proceeding pending or, to Buyer’s Knowledge, threatened before any court, arbitration tribunal, or judicial, governmental or administrative agency, against Buyer and/or German Buyer that would materially restrict or limit the ability of Buyer to perform its obligations hereunder or that seeks to prevent the consummation of the transactions contemplated herein.