By Seller and Shareholders Sample Clauses

By Seller and Shareholders. For a period of three (3) years after the Closing Date, the Seller shall, and the Shareholders shall and shall cause the Seller to, maintain all Books and Records possessed or to be possessed by any or all of the Seller and the Shareholders that relate to the Business prior to the Closing Date. The Seller shall, and the Shareholders shall and shall cause the Seller to, permit the Purchaser or Parent, or their representatives and agents access, at the Purchaser's sole cost and expense, to all of such Books and Records upon reasonable prior written notice for any reasonable business purpose.
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By Seller and Shareholders. Seller and Shareholders shall not, for a period of five (5) years following the Closing, without the prior written consent of Buyer, directly or indirectly induce or attempt to induce any employee, agent, consultant, representative, supplier, or customer of Buyer or any of its affiliated companies to terminate its relationship with Buyer or such affiliate, or otherwise interfere with a relationship between Buyer or such an affiliate and any of their employees, agents, consultants, representatives, suppliers, or customers. Notwithstanding the foregoing, the contemporaneous employment of Davix Xxxxxxxxx xxx Robexx X. Xxxxxx, XXI by Buyer (or its affiliates) and the Shareholder Affiliates or any entity hereafter organized for purposes of owning and/or operating businesses of a character permitted to be owned and operated under Subsections (B) and (C) of Section 8.2 shall not be deemed in contravention hereof.
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By Seller and Shareholders. From and for a period of one (1) year after the Closing Date (unless a different time period or survival period is specifically stated for the enforceability of any particular promise, covenant, representation or warranty herein in which case said time period shall apply to this indemnity obligation for any breach of said promise, covenant, representation or warranty), Seller and the Shareholders (the “Indemnifying Parties”) shall indemnify and hold Buyer and its Affiliates (the “Indemnified Parties”) harmless from and against, and shall reimburse the Indemnified Parties for, any and all Losses arising out of or in connection with: (a) any breach or inaccuracy of any representation or warranty made by Seller and the Shareholders in this Agreement; (b) any breach or violation of or noncompliance with any covenant, condition or other agreement of Seller or the Shareholders contained in this Agreement; (c) the Excluded Liabilities, the Excluded Contracts, or the Excluded Assets; (d) the conduct of the IntelliSense Business or ownership and operation of the Acquired Assets on or prior to the Closing Date. The representations and warranties of Seller and the Shareholders under this Agreement shall not be deemed waived or otherwise affected by any investigation made or any knowledge acquired by Buyer with respect thereto. No such investigation by Buyer prior to or after the date of this Agreement, and no knowledge acquired by Buyer prior to execution of the Agreement or after execution but prior to Closing, shall affect or impair any Indemnified Party’s right to be indemnified as provided herein.
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By Seller and Shareholders. Subject to Section 9.9(d), Seller and each Shareholder shall, jointly and severally, from and after the Closing, indemnify and save Buyer harmless on an after-tax basis from and against any and all claims, costs, damages, liability or expense, including reasonable attorneys' fees, actually incurred, net of any resulting income tax benefits realized by Buyer, arising out of (i) any nonfulfillment, breach, default or inaccuracy of any agreement, covenant, representation, warranty or obligation of Seller or Shareholders under this Agreement, or any schedule, certificate or exhibit or other instrument furnished to Buyer; (ii) any liabilities or obligations of Seller not expressly assumed by Buyer in Schedule 2.2(a); (iii) all liabilities and obligations of or claims against Seller not expressly disclosed by Seller in this Agreement or its Schedules, including any liability under any applicable bulk sales law; and (iv) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to any of the foregoing. Buyer shall have the right of offset against obligations to Seller and/or Shareholders to the extent Sellers and/or Shareholders are required to indemnify.
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By Seller and Shareholders. Seller and Shareholders jointly and severally agree to save, defend and indemnify Buyer against and hold it harmless from any and all claims, liabilities, losses, damages, deficiencies, costs and expenses, of every kind, nature and description, fixed or contingent (including, without limitation, interest, penalties and counsel’s fees and expenses in connection with any action, claim or proceeding relating thereto or seeking enforcement of a party’s obligations hereunder) (“Losses”), asserted against, resulting to, imposed upon or incurred by Buyer, directly or indirectly, arising out of (i) any breach of any representation, warranty, covenant or agreement made by Seller or Shareholders under this Agreement or the Stock Purchase Agreement, or (ii) any Retained Liability, or (iii) any Environmental Claim; provided, however, that Seller and Shareholders shall not have any obligation to indemnify Buyer from and against any net Losses arising from breaches described in (i) above or product returns for products delivered before Closing but returned by customers after Closing (the “Product Returns”), until Buyer has suffered aggregate net Losses by reason of all such breaches or Product Returns (excluding de Minimis Claims as hereinafter defined) in excess of $50,000 (the “Excess”), in which event Buyer shall be entitled to indemnification only for the amount of the Excess, and (B) in no event shall the aggregate of Seller’s or Shareholders’ indemnification payments with respect to breaches described in (i) above exceed $5,000,000, and (C) indemnification claims with respect to the representations and warranties contained in Article III hereof must be made by Buyer within the survival period therefor specified in Section 11.06 hereof. The foregoing limitations shall not apply with respect to any Losses arising out of any Retained Liability or any third party claim, unless with respect to net Losses arising from Product Returns or to any obligations under the Stock Purchase Agreement. For purposes hereof, “de Minimis Claims” shall mean any indemnification claim for which the amount of Losses claimed is less than $2,000 (providing that any series of claims arising from the same or substantially similar facts or circumstances shall be treated as one claim for such determination).
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Related to By Seller and Shareholders

  • Seller and Buyer May Affirm or Terminate

  • By Sellers Sellers covenant and agree to defend, indemnify and hold harmless Purchaser, its Affiliates and the officers, directors, employees, agents, advisers and representatives of each such Person (collectively, the "Purchaser Indemnitees") from and against, and pay or reimburse the Purchaser Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) any inaccuracy of any representation or warranty made by any Seller herein, or in any certificate delivered by an officer of any Seller pursuant hereto (a "Seller Certificate") or in any Collateral Agreement or in connection herewith or therewith; (ii) any failure of any Seller to perform any covenant or agreement hereunder or under any Collateral Agreement or fulfill any other obligation in respect hereof or of any Collateral Agreement; (iii) any and all Retained Liabilities or Retained Assets; (iv) any and all Taxes (other than payroll Taxes) of any Seller and all Affiliates thereof relating to or arising out of the Business accruing, or with respect to any event or time period occurring, at or prior to Closing; and (v) any and all liabilities in respect of employees of Seller or its Affiliates or Plans except to the extent assumed by Purchaser pursuant to Section 4.3. Cap on Sellers' Indemnification Obligations. Sellers' obligation to indemnify Purchaser Indemnitees pursuant to this Agreement, any Seller Certificate or any Collateral Agreement for breaches or inaccuracies of representations or warranties, and for breaches or failures to perform covenants or agreements or to fulfill any other obligations set forth in this Agreement (except for (x) the Seller Surviving Covenants, and (y) solely to the extent expressly contemplated by this Section 8.9(a), the Environmental Covenants (as defined in this Section 8.9(a))), in any Seller Certificate or in any Collateral Agreement, shall not exceed the amount of funds held in the Escrow Account at the time such claims

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

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

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • SELLING STOCKHOLDERS The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

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