Purchaser II definition
Examples of Purchaser II in a sentence
Purchaser and Purchaser II shall have received a certificate signed on behalf of Sellers by an authorized officer of each Seller to the foregoing effect.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02): if to Purchaser: II Acquisition Corp.
There are no pending or, to the best of Purchaser II’s knowledge, threatened in writing claims or lawsuits of any kind, whether for personal injury, property damage, property taxes, landlord-tenant disputes or otherwise, against Purchaser II.
Except for the ▇▇▇-▇▇▇▇▇ Consent, no consent, approval or other authorization or order of, and no filing with or waiver of rights by, any governmental authority, or any other person, is required (unless already obtained) in connection with the execution and delivery by Purchaser II of this Agreement or of any of Purchaser II's Transaction Documents, or the consummation by Purchaser II of the transactions contemplated hereby or thereby.
Purchaser II has the power and authority to execute, deliver and perform this Agreement and to execute, deliver and perform the documents and instruments required by this Agreement to be executed and delivered by it at Closing (collectively, "Purchaser II's Transaction Documents").
Seller hereby transfers subject to the condition precedent (aufschiebende Bedingung) of the occurrence of the Closing and with effect from the Closing Date the EPCOS Portugal Shares to Purchaser II and Purchaser II hereby accepts such transfer.
Purchaser II is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New Jersey.
This Agreement has been duly and validly executed and delivered by Purchaser and Purchaser II and (assuming due authorization, execution and delivery by Sellers), this Agreement constitutes a valid and binding obligation of each of Purchaser and Purchaser II, enforceable against Purchaser and Purchaser II in accordance with its terms.
Assuming due authorization, execution and delivery of this Agreement by Purchaser and Purchaser II, this Agreement constitutes the valid and binding obligation of each of Sellers, enforceable against each of Sellers in accordance with its terms.
Purchaser, Purchaser II and Sellers further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use reasonable commercial efforts to prevent the entry, enactment or promulgation thereof, as the case may be.