Assets of the Sellers Sample Clauses

Assets of the Sellers. Except as set forth on Schedule 4.1(e), each of the Sellers exclusively owns and has good, valid, and marketable title to all of the Assets, other than such Assets that are leased, in which case the Sellers have valid leasehold interests in such Assets, in each case, free and clear of all Encumbrances (other than Permitted Encumbrances). Except as set forth on Schedule 4.1(e), the Assets, together with the services to be provided under the Transition Services Agreement, and the Intellectual Property rights granted pursuant to Section 7.9, constitute all of the assets and rights currently in existence and owned or leased by the Sellers or their Affiliates that are necessary for the continued operation and conduct of the Business immediately after the Closing in substantially the same manner as operated and conducted immediately prior to the Closing. Assuming that the required consents referred to in Schedule 4.1(o) are obtained at or prior to the Closing, each of the Sellers has full legal right, power, and authority to sell, assign, convey, and transfer the Assets without obtaining the consent or approval of any other person, entity, or Governmental Entity, and the delivery of the Assets to Buyer pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances (other than any Permitted Encumbrances described in clauses (c) and (d) of the definition thereof).
Sample 1
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Assets of the Sellers. The Shares sold pursuant to Clause 2.1 do not constitute the complete assets of the respective Sellers within the meaning of § 1365 BGB.
Sample 1

Related to Assets of the Sellers

  • Agreements of the Selling Stockholders Each Selling Stockholder agrees with you and the Company:

  • Covenants of the Sellers Each Seller, severally and not jointly, covenants with each Underwriter as follows:

  • Liability of the Seller (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

  • Negative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder.

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Covenants of the Seller The Seller covenants with the Purchaser as follows:

  • Covenants of the Selling Stockholders Each Selling Stockholder, severally and not jointly, covenants with each Underwriter as follows:

  • Indemnities by the Seller Parties (a) Without limiting any other rights that the Collateral Agent, any Managing Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify the Collateral Agent, the Managing Agents and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Collateral Agent, the Managing Agents or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of any breach by the Servicer (whether in its capacity as Servicer or in its capacity as Originator) of a representation, warranty, covenant or obligation made by the Servicer hereunder or under any other Transaction Document excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

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

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