Individual Sellers. Each Seller's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each of the Sellers (i) are within the powers and authority of each of the Sellers and (ii) do not (A) require any action by or in respect of, or filing with, any Governmental or Regulatory Authority, (B) except as set forth in the Disclosure Schedule, contravene, violate or constitute, with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable any of them or any of their respective properties or any Contract to which any of them or any of their respective properties is bound or subject or (C) result in the creation of any Adverse Claim on any of the Shares.
Individual Sellers. Each Seller that is an individual has the authority to own its Shares and to enter into, execute and deliver this Agreement and the Closing Documents to which it is a party and to complete the transactions contemplated herein.
Individual Sellers. Each Individual Seller, jointly and severally, shall hold harmless and defend ITEC and its successors and assigns from and against any and all Claims related to, caused by or arising from (A) any misrepresentation or breach of warranty set forth in Article IV or failure to fulfill any covenant or agreement of Individual Sellers set forth in this Agreement, or any other misrepresentation, breach of warranty or failure to fulfill a covenant or agreement by the Individual Sellers contained in any agreement or other document delivered pursuant hereto, or (B) any and all Claims of third parties made based upon facts alleged that, if true, would have constituted such a misrepresentation, breach or failure.
Individual Sellers. Individual Sellers hereby agree to sell and transfer all of their ownership in the Company consisting of 67% of the total ownership of the Company’s issued and outstanding common stock to Purchaser in exchange for Eight Million Dollars ($8,000,000) (the “Individual Sellers Purchase Price”).
Individual Sellers. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges that any warranties made by Seller with regard to the Property shall be deemed made only by the individual entity holding title to the applicable portion of the Property [i.e. Hanover holds the fee interest in the Richmond Property and Vxxxxxx holds the fee interest in the Vxxxxxx Property].
Individual Sellers. 12.1 The Individual Sellers shall (to the extent they have lifetime allowance available in respect of entrepreneur’s relief) properly claim entrepreneur’s relief in relation to the disposal of the Sale Shares in their personal tax returns for the period in which Closing occurs (“Tax Return”).
12.2 In the case of a HMRC challenge, audit, dispute, investigation, enquiry, assessment, refusal to grant or otherwise denying the availability to any Individual Seller of entrepreneur’s relief (whether in whole or in part) in circumstances where paragraph 11.1 applies to the extent the Buyer is, or could be, liable to make a payment under paragraph 11.1, the Individual Seller shall forthwith inform the Buyer of any such challenge, at the Buyer’s request in accordance with this paragraph 12, challenge or resist such audit, dispute, investigation, assessment, refusal or other denial (“ER Claim”).
12.3 Upon receipt of an ER Claim, the Individual Seller shall not correspond or otherwise respond to HMRC in any way without the input of the Buyer pursuant to this paragraph 12.
12.4 The indemnity in paragraph 11.1 in respect of entrepreneur’s relief shall not apply to the extent entrepreneur’s relief is not properly claimed by an Individual Seller.
12.5 In determining whether entrepreneur’s relief was properly claimed, any disagreement may be referred by either party to the Auditors or other mutually acceptable independent party to review the individual tax return to determine whether the Individual Seller filed the return on a reasonable basis. In making such determination, the Auditors or other independent party will act as experts and not as arbitrators and their determination will (in the absence of manifest error) be conclusive and binding on the parties. The costs of the Auditors or other mutually acceptable independent party shall be borne as the Buyer.
12.6 Provided that the Buyer indemnifies the relevant Individual Seller to the reasonable satisfaction of the Individual Seller against all reasonable costs and expenses which may be properly incurred thereby, the Individual Seller shall take such action and give such information and assistance in connection with the ER Claim as the Buyer may reasonably request to dispute, appeal, contest, settle or compromise any ER Claim, including, but not limited to applying to postpone (so far as legally possible) the payment of any Taxation.
12.7 The Individual Sellers will not without the prior written consent of the Buyer, suc...
Individual Sellers. Each Seller's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each of the Sellers (i) are within the corporate powers and authority of and have been duly authorized by all necessary corporate and shareholder action by each of the Sellers and (ii) do not (A) require any action by or in respect of, or filing with, any governmental or regulatory authority, (B) contravene, violate or constitute, with or without the passage of time or the giving of notice or both, a breach or default under, any requirement of law applicable any of them or any of their respective properties or any contract to which any of them 5 6 or any of their respective properties is bound or subject or (C) result in the creation of any adverse claim on any of the Interests.
Individual Sellers. Such Seller (if a natural person) has the legal capacity to (i) execute and deliver this Agreement and the other agreements contemplated hereby to which he is a party, (ii) perform his obligations under this Agreement and such other agreements and (iii) consummate the transactions contemplated by this Agreement.
