First energy merger Video
New SPAC Merger! BlackSky + Osprey Tech!! Huge Future Growth Potential!! first energy mergerExhibit Section 2. Section 7. Section 8. Section 9. Section Exhibit A. Seller desires to firwt and transfer the Purchased Assets and Assumed Liabilities to Buyer, and Buyer desires to purchase the Purchased Assets and assume the Assumed Liabilities, upon here terms and conditions set forth in this Agreement.
NOW, THEREFOREin consideration of the mutual promises herein made and the mutual benefits to be derived therefrom, and in consideration of the representations, warranties and covenants contained herein, the Parties agree as follows:. Section 1. The following terms and phrases, as used in this Agreement, have the following meanings:.
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Trippe, Dan Preising and John W. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly click the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement.
If any Party has breached any representation, warranty, or covenant contained first energy merger in any respect, the fact that there exists first energy merger representation, warranty or covenant relating to the same or similar subject matter regardless of the relative levels of specificity which the Party has not breached will not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. If any condition to Closing contained herein has not been satisfied in any respect, the fact that there exists another condition relating to the same or similar subject matter regardless of the relative levels of specificity which has been satisfied shall not detract from or mitigate the fact that the first condition has not been satisfied.
Purchase and Sale. Except as otherwise provided in, and subject to, Section 2.
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It is understood that there are no other assets, rights, first energy merger, claims or properties to be transferred pursuant to this Agreement. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Purchased Asset or in any way adversely affect the rights of Buyer or Seller thereunder, provided that any such required consent is listed on Section 3.
Seller and Buyer will use their reasonable best efforts but without any payment of money by Fkrst or Buyer to white mans burden movie the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. The Parties shall use commercially reasonable efforts to agree upon the Allocation prior to Closing and to first energy merger the respective Forms in mergwr transcript for the Closing.
The independent engineer shall issue a draft report and the Parties shall have not less than thirty 30 days to provide comments on the same.
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After consideration of the comments, the independent engineer shall issue a final report. The Closing shall be effective for all purposes at a. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:. Representations first energy merger Warranties of Seller. Except as set forth in the Seller Disclosure Schedule or with respect to representations or warranties that speak of a specific date, Seller represents and warrants to Buyer that the statements contained in this ARTICLE 3 are correct and complete as of the Execution Date and will be correct and complete as of the Closing Date. Section 3.
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Seller is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Merrger. Seller is duly authorized to conduct its business and is in good standing under the Laws of each jurisdiction where such qualification is required, except where failure to be so qualified would not have, individually or in the aggregate, a Seller Material Adverse Effect.
Seller has the relevant corporate power and authority necessary to execute and deliver each Transaction Agreement to which it is a party and to perform and consummate the Transactions.]
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