Agreements of Sellers Sample Clauses

Agreements of Sellers. Sellers, jointly and severally, agree with Buyer that: 5.1 Conditions. Sellers will use their best efforts to cause the conditions set forth in Section 7.1 to be satisfied and to consummate the transactions contemplated by this Agreement as soon as reasonably possible and in any event prior to the Closing Date. 5.2 Consents and Authorizations; Regulatory Filings. Sellers will obtain all Consents and Governmental Authorizations required for the consummation of the transactions contemplated by this Agreement, including those listed on Schedule 3.4 (the “Required Consents”). Sellers will keep Buyer reasonably advised of the status of obtaining the Required Consents.
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Agreements of Sellers. The Sellers hereby agree that: 4.1. The condition to closing in Section 8.3 is hereby waived. 4.2. The Escrow Agreement shall be substantially in the form of Exhibit A hereto, and at the Closing Buyer will deliver to the Escrow Agent $1,051,316, in addition to the amount required by Section 2.4(b)(ii) of the Purchase Agreement to be held pursuant to the Escrow Agreement. Capitalized terms used in this Section 4.2 are used as defined in the Escrow Agreement. Buyer may draw on (i) the IBML Fund for any Margin Shortfall specified in a certificate of Buyer in the form of Exhibit B to the Escrow Agreement and (ii) on the General Fund for any Margin Shortfall specified in a Certificate of Buyer in the form of Exhibit C to the Escrow Agreement, in each case in accordance with the terms and conditions of the Escrow Agreement. 4.3. The Sellers, jointly and severally, agree to pay to the Buyer on the IBML Escrow Release Date an amount equal to (a) 50% of the aggregate cost (internal and external) to the Buyer incurred as a result of maintaining the Company as a subsidiary of the Buyer from the Closing Date to the IBML Escrow Release Date, as determined in good faith by the Buyer and specified at least 7 days prior to the IBML Escrow Release Date by written notice from the Buyer to the Sellers, minus (b) the aggregate amount of the Gross Margins on the ImageTrac Scanners, if any, sold by the Company to the GSA, other than the ImageTrac scanners ordered by the GSA pursuant to the GSA Contract. The "Gross Margin" on any ImageTrac scanner means (x) the purchase price for such scanner to be paid to the Company by the GSA minus (y) the purchase price for such scanner to be paid by the Company to IBML.
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Agreements of Sellers. Each Seller agrees with Buyer, jointly and severally with other members of the same Seller Group and severally but not jointly with members of the other Seller Group, that: 5.1 Conditions. Sellers will use their best efforts to cause the conditions set forth in Section 7.1 to be satisfied and to consummate the transactions contemplated by this Agreement as soon as reasonably possible and in any event prior to the Closing Date. 5.2 Consents and Authorizations; Regulatory Filings. Sellers will obtain all Consents and Governmental Authorizations required for the consummation of the transactions contemplated by this Agreement, including those listed on Schedule 3.4 (the “Required Consents”). Sellers will keep Buyer reasonably advised of the status of obtaining the Required Consents.
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Agreements of Sellers. (a) Sellers agree with Buyer that in entering into this transaction with Buyer and selling the Securities to Buyer, Sellers are not relying upon any statement by Buyer about the Company or its stock or the value thereof, nor are Sellers relying upon Buyer as a source of information pertaining to the Company or its stock or the value thereof. (b) Sellers agree that upon the Closing Date, all intercompany indebtedness due and owing by the Company to the Sellers shall be cancelled and extinguished for all purposes and that any claims which may exist or which in the future may arise in favor of Sellers and against the Company are hereby waived and relinquished and the Company shall be deemed released and forever discharged from any liability therefor. (c) Sellers agree that upon the Closing Date, it shall cause all managers, members and executive officers of the Company to resign all positions held with the Company.
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Agreements of Sellers. Sellers agree with Buyer that:
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Agreements of Sellers. Sellers agree that they will not offer, sell, transfer, assign, mortgage, pledge or otherwise dispose of or encumber any of Buyer's Shares or the Geicke Shares delivered to them pursuant to this Agreement unless (i) in the opinion of counsel to Buyer, registration of such shares under the Securities Act of 1933, as amended (the "Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder, as then in effect, is not required in connection with such transaction; (ii) sale of such shares is permissible under Rule 144 of the Commission under the Act; (iii) a registration statement under the Act is then in effect with respect to such shares and the purchaser or transferee has been furnished with a prospectus meeting the requirements of Section 10 of the Act.
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Agreements of Sellers 
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Related to Agreements of Sellers

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Assumed Contracts (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.

  • Covenants of Sellers Sellers covenant and agree as follows:

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

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