AGREEMENTS BETWEEN THE BUYER AND THE SELLERS Sample Clauses

AGREEMENTS BETWEEN THE BUYER AND THE SELLERS. 35 Section 7.01 Best Efforts. 35 Section 7.02 Confidentiality. 35 Section 7.03 Public Announcements. 36 Section 7.04 Offer to Non-Private Entities. 37 Section 7.05 Non-Competitiveness. 37 Section 7.06 Confidentiality. 37 Section 7.07 Use of the Brand. 37 Section 7.08 Service Agreements 37 Section 7.09 Division of Profits 38 Article VIII. INDEMNIZATION 38 Section 8.01 Indemnization on behalf of the Sellers. 38 Section 8.02 Indemnization on behalf of the Buyer. 38 Section 8.03 Procedure for Direct Claims. 39 Section 8.04 Third Party Claim . 39 Section 8.05 Limitations to the Indemnization on behalf of the Sellers. 41 Section 8.06 Responsibility of the Sellers. 41 Section 8.07 Limitations to the Indemnization on behalf of the Buyer. 41 Article IX. GUARANTEE OF THE BUYER 42 Section 9.01 Guarantee 42 Section 9.02 Authorizations 42 Exhibit 2.1 Signatory Version - English translation Section 9.03 Absence of Conflict 42 Section 9.04 Disputes 43 Section 9.05 Funds 43 Article X. MISCELLANEOUS 43 Section 10.01 Notifications. 43 Section 10.02 Modifications; Waivers. 44 Section 10.03 Costs and Expenses. 45 Section 10.04 Successors and Transferees. 45 Section 10.05 Applicable Law. 45 Section 10.06 Arbitration Clausea. 45 Section 10.07 Copies. 45 Section 10.08 Divisibility. 45 Section 10.09 Beneficiaries. 46 Section 10.10 Waiver to the Tacit Resolutory Condition 46 Section 10.11 Joint but not Several Responsibility. 46 Annexes Annex A - Purchaser Authorizations Annex B - Sellers Annex C - Certificates confirming Existence and Representation, and Seller Authorizations Annex D - Guarantor Authorizations Annex E - Shares for Sale at the First and Second Close Annex F - Shareholder Agreement Annex G - Adherence Agreement Annex H - Working Capital Annex I - Net Debt Annex J - Model for Additions to Service Agreements Annex K - Payment Method for Initial Shares Annex L - Payment Method for Additional Shares Annex M - Independent Signatures Annex N - Capitalization Annex O - Intermediaries Annex P - Relevant Information Exhibit 2.1 Signatory Version - English translation SHARE PURCHASE SALE AGREEMENT This SHARE PURCHASE SALE AGREEMENT (the “Purchase Sale Agreement” or the “Agreement”), dated February 8, 2016, is concluded between on the one hand (i) TransUnion Netherlands II B.V., a company which is constituted and exists in accordance with the laws of Holland (the “Purchaser”), which is represented in this act by Xxxxx Xxxx Xxxxxxx, who is of legal age, with her domicile addre...
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Related to AGREEMENTS BETWEEN THE BUYER AND THE SELLERS

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • 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”).

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • Representations of the Seller and the Depositor The respective agreements, representations, warranties and other statements by the Seller and the Depositor set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the closing under Section 2.02 and the transfers and assignments referred to in Section 7.04.

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:

  • Further Agreements of the Company and the Underwriters (a) The Company agrees:

  • SELLERS Fenway Panther Holdings, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Asst. Treasurer Address: 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx X. Xxxxxx Signature Page(s) to Stock Purchase Agreement Antares Capital Corporation By: /s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx Title: Duly Authorized Signatory Address: 000 X. Xxxxxx Chicago, IL 60661 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxxxx Xxxxxxxxxxxx Signature Page(s) to Stock Purchase Agreement /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Address: 0000 XX 000xx Xxxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Address: 00000 Xxxxxxx Xxxxx Xxxxx, Ohio 40139 Facsimile: Telephone: 000-000-0000 Attention: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Address: Facsimile: Telephone: Attention: CMFG Life Insurance Company f/k/a CUNA Mutual Insurance Society, successor by merger to CUNA Mutual Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements CUMIS Insurance Society, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements Fast Cat Enterprises, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Manager Address: 0000 Xxxxxxx Xxxx Medina, OH 44256 Facsimile: Telephone: (000) 000-0000 Attention: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Address: 00000 Xxxxx Xxxxxxxx Xxxx Xxxx Xxxx, XX 00000 Facsimile: Telephone: Attention: MEMBERS Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Address: 00000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Address: 0000 Xxxxxxx Xxx Pleasanton, CA 94566 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxxx

  • 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 and the Closing Date that:

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

  • Representations and Warranties of the Seller and the Company The Seller and the Company hereby make the following representations and warranties to the Purchasers:

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