Example ContractsClausesBy Buyer
By Buyer
By Buyer contract clause examples

Representations and Warranties of Seller and Buyer. Seller and Buyer hereby present and warrant that there has been no act or omission by Seller or Buyer that would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

At Closing, Seller shall deliver or cause to be delivered to Buyer the following documents (collectively, the “Seller’s Closing Documents”):

The obligation of Buyer to purchase the Aircraft from Seller on each Closing Date is subject to the satisfaction or waiver of the following conditions:

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is # an officer or director of the Company or any of its Subsidiaries, # an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or # to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely

The obligations hereunder related to Buyer’s Annual Purchase Commitment shall only apply and be binding upon Buyer and not any Buyer Affiliate(s) placing Orders; except that # any Components actually purchased by Buyer’s Affiliates shall be counted toward Buyer’s Annual Purchase Commitment and # any events which, pursuant to the terms of this Agreement, would cause a reduction in Buyer’s Annual Purchase Commitment if experienced by Buyer shall reduce Buyer’s Annual Purchase Commitment if experienced by an Affiliate. In enforcing its rights against any such Buyer Affiliate under this Agreement and any Order issued hereunder, Seller and the Seller Subsidiary shall look solely to the purchasing entity, either Buyer or the applicable Buyer Affiliate, as the case may be; provided, however, that Buyer shall use commercially reasonable efforts to help Seller receive payment by Buyer’s Affiliate to the extent that such Buyer’s Affiliate fails to pay Seller according to the terms of this Agreement. For avoidance of doubt and subject to the terms herein, Buyer has entered into this Agreement on behalf of itself and on behalf of its Affiliates to an extent that an Affiliate places an Order hereunder. Any Buyer Affiliate placing an Order shall be entitled to all of Buyer’s rights and remedies under this Agreement; provided, however, Buyer not Buyer’s Affiliate shall be the only party that can terminate this Agreement pursuant to Section 3 or assign this Agreement pursuant to Section 7. Except to the extent there is a conflict between this Agreement and an Order placed by a Buyer Affiliate whereby this Agreement shall govern pursuant to subsection # below, nothing precludes a Buyer

a certificate from an officer of each of the Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco and Motus, in a form reasonably satisfactory to the Sellers, setting forth the resolutions of the manager, board of directors or other governing body, as applicable, of each of the Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco and Motus,, as applicable, authorizing the execution of this Agreement and all Ancillary Agreements to which Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco and Motus, as applicable, are a party and the taking of all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein;

If Buyer delivers interim shares representing Buyer Shares to the Depositary pursuant to [Section 4(d)], then within two (2) Business Days after the Sale Shares are delivered in the Buyer’s account and Buyer’s bank, broker, custodian or other nominee within Euronext Paris certifies such delivery in writing, without any action being required on the part of the Depositary or its agents, Buyer shall replace such interim shares representing Buyer Shares with final Buyer Shares.

Within one (1) Business Day after the Sale Shares are delivered in Buyer’s account and Buyer’s bank, broker, custodian or other nominee within Euronext Paris certifies such delivery in writing, Buyer shall deliver the Aggregate Consideration in form of Buyer Shares or (at Buyer’s discretion) interim shares representing such Buyer Shares to an account in Finland to be specified in writing by the Depositary.

Litigation. There are no pending or, to the knowledge of Buyer, threatened actions or proceedings against Buyer before any court, administrative agency or tribunal which, if determined adversely to Buyer would materially adversely affect the ability of Buyer to perform its obligations under this Agreement or the Buyer Agreements; and

Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer to consummate the transactions contemplated by this Agreement are further subject to the satisfaction, at or before the Closing Date, of all the following conditions, any one or more of which may be waived in writing by Buyer:

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