Actions of the Seller Parties at the Closing Sample Clauses

Actions of the Seller Parties at the Closing. At the Closing, the Seller Parties shall, and shall cause the Company to, as applicable: (a) execute, acknowledge and deliver to Buyer counterparts of the Membership Interest Assignment; (b) execute and deliver to Buyer an affidavit attesting to the non-foreign status of each of the Sellers in the form prescribed in Treasury Regulation Section 1.1445-2(b)(2); (c) deliver to Buyer a certificate, duly executed by an authorized officer of each Seller Party, certifying on behalf of such Seller Party that the conditions set forth in Section 8.1 and Section 8.2 have been fulfilled; (d) deliver to Buyer duly executed and acknowledged releases and terminations of any financing statements and other encumbrances and interests burdening the Company Interests or the Assets in favor of the administrative agents under the Seller Credit Facilities; (e) deliver duly executed resignations from the officers and directors of the Company and mutual releases of liability, all in a form reasonably acceptable to the Parties; (f) cause WildHorse to deliver to the Company a duly executed transition services agreement between WildHorse and the Company, in a form mutually agreeable to the Parties; (g) cause WildHorse and Tanos each to deliver to the Company a duly executed non-compete agreement between such Seller and the Company, in a form mutually agreeable to the Parties; and (h) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
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Related to Actions of the Seller Parties at the Closing

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations of the Purchasers Each Purchaser represents as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

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