Conduct of the Sellers Sample Clauses

Conduct of the Sellers. (a) From the date of this Agreement until the Closing, in each case, consistent with past practices, Xxxxxxx Polymer and the Subsidiaries shall use reasonable commercial efforts to retain those employees actively employed in the Business and preserve Xxxxxxx Polymers’ and the Subsidiaries’ present relationships with customers, suppliers, contractors, distributors and such employees.
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Conduct of the Sellers. From the date of this Agreement until the Closing Date or the earlier termination of this Agreement in accordance with Article VIII, Sellers shall not sell, transfer, lease, mortgage, pledge, grant any Encumbrance (other than Permitted Encumbrances and Encumbrances to be removed by operation of the Sale Order) on or otherwise encumber or dispose of any of the Acquired Assets, or otherwise commit or agree to take any of the foregoing actions. For the avoidance of doubt, nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the operations of Sellers prior to the Closing.
Conduct of the Sellers. Except with the prior written consent of ---------------------- the Buyer or as otherwise expressly permitted by this Agreement, none of the Sellers shall take (and none of the Seller Related Parties shall cause or permit any of the Sellers to take) any action, at any time on or after the date hereof and at or prior to the Closing, that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of any of the Sellers or Seller Related Parties set forth in this Agreement being breached or (ii) any of the conditions to the purchase and sale of the Acquired Assets set forth in Section 3 not being satisfied.
Conduct of the Sellers and the Company during the Completion Period During the Completion Period, except as otherwise contemplated by this Agreement or as may be specifically consented to in writing by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Sellers warrant that they will procure (on the basis that the undertakings given by Investco in this paragraph 3.7 shall be qualified to the extent that Investco is actually able to procure such conduct given its minority 40% shareholding in the Company and the fact that it does not control the Board) that:
Conduct of the Sellers. (a) During the period from the date of this Agreement to the Closing Date, except as may be required by applicable Law, the Sellers shall not, and shall cause the Companies and New Startel not to, without the consent of Buyer, except for and as provided under the Usufruct with respect to the shares of Common Stock held by New Startel, (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, the Shares or any shares of Common Stock, other than for those Encumbrances which will be released prior to the Closing; provided, however, that the vesting of assets in the reorganized Sellers in accordance with the Chapter 11 Plan upon emergence from chapter 11 of the Bankruptcy Code shall not constitute a transfer or other disposition of the Shares in contravention of this subsection, (ii) deposit the Shares or any shares of Common Stock into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to the Shares or any shares of Common Stock, other than any such actions in connection with the voting of the shares of Common Stock at any meeting of the shareholders of Embratel or by written consent of the shareholders, in each case, occurring prior to the Closing Date, (iii) adopt or propose any change in their respective organizational documents other than in connection with the Chapter 11 Plan, (iv) merge or consolidate with any other Person or acquire assets, equity or debt of any Person, or make loans or extensions of credit to any Person, (v) take any action that would have the effect of preventing or materially delaying the Sellers from performing any of their respective obligations under this Agreement, or (vi) make, declare or pay any dividend or distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any Shares or any securities or obligations convertible into or exchangeable for any Shares, other than as permitted by Section 5.15.
Conduct of the Sellers. During the period between the date of this Agreement and the Closing Date, the Sellers will not, and will not permit the Company to, take or agree or commit to take any action that would make any representation or warranty of the Sellers hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or to omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time.
Conduct of the Sellers. (a) Subject to Section 6.1(c) or as is otherwise permitted or required by this Agreement, during the period from the date of this Agreement up to and including the Closing Date, each of GGH, GG-GA and GG-TN shall, and ARP shall cause each RE Holding LLC to, conduct its respective business only according to ordinary and usual course of business and use its respective commercially reasonable efforts to preserve intact its respective business organizations, keep available the services of its respective officers and employees and, except as required hereunder, maintain existing relationships with licensors, suppliers, distributors, customers and others having business relationships with such Person.
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Conduct of the Sellers. The Sellers will neither take nor omit to take any action (or agree thereto) that would make any representation or warranty of the Sellers under this Agreement inaccurate in any respect. The Sellers shall promptly notify the Purchaser in writing of any variances from the Sellers’s representations and warranties in Section 8 above.
Conduct of the Sellers 

Related to Conduct of the Sellers

  • Representations of the Sellers In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that:

  • Indemnification of the Sellers Subject to the limitations set forth in Article VII hereof, Purchaser shall indemnify and hold harmless each of the Sellers, its Affiliates and successors to the foregoing and the respective Representatives of each such indemnified Person (collectively, the “Seller Indemnified Parties”) from and against any and all Losses paid, suffered or incurred by any Seller Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to:

  • Representations of the Sub-Adviser The Sub-Adviser represents, warrants and agrees that:

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

  • LIABILITY OF THE SUB-ADVISER (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents.

  • 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.

  • ACTIVITIES OF THE SUB-ADVISER The services of the Sub-Adviser to the Funds are not to be deemed to be exclusive, the Sub-Adviser and any person controlled by or under common control with the Sub-Adviser (for purposes of this Article IV referred to as "affiliates") being free to render services to others. It is understood that directors, officers, employees and shareholders of the Funds are or may become interested in the Sub-Adviser and its affiliates, as directors, officers, employees and shareholders or otherwise and that directors, officers, employees and shareholders of the Sub-Adviser, INVESCO and their affiliates are or may become interested in the Funds as directors, officers and employees.

  • Liability of the Sub-Advisor The Sub-Advisor shall indemnify and hold harmless the Trust, the Advisor, and all their affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Sub-Advisor Indemnitees”) against any and all direct losses, claims, damages, or liabilities (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Advisor being in material violation of any applicable federal or state law, rule, or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents or any written guidelines or instruction provided in writing by the Board; or (b) the Sub-Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.

  • Indemnification of the Seller the Backup Servicer, the Collateral Custodian, the Deal Agent and the Purchasers. The Servicer shall indemnify and hold harmless the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent and each Purchaser and their respective officers, directors, employees and agents (collectively, the "Indemnified Persons") from and against any loss, liability, expense, damage or injury suffered or sustained by any Indemnified Person by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party. Notwithstanding the foregoing, the Servicer shall not indemnify an Indemnified Person if such loss, liability, expense, damage or injury results or arises (i) as a result of fraud, gross negligence or breach of fiduciary duty by such Indemnified Person; and (ii) under any Tax law, including without limitation any federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent or the Purchasers in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. If for any reason the indemnification provided above in this Section 6.19 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Person on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Person as well as any other relevant equitable considerations. The parties hereto agree that the provisions of this Section 6.19 shall not be interpreted to provide recourse to the Seller against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, related Obligor on, any Pool Asset. Any indemnification pursuant to this Section shall not be payable from the Assets. The obligations of the Servicer under this Section 6.19 shall survive the resignation or removal of the Deal Agent, the Liquidity Agent, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

  • Representations of the Servicer The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement that:

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