Individual Sellers Sample Clauses

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.
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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.
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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.
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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.
Sample 1
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].
Sample 1
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...
Sample 1
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.
Sample 1
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”).
Sample 1

Related to Individual Sellers

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • SELLERS s/ Xxx Xxxxxx ------------------------------------ Xxx Xxxxxx

  • Purchasing Entities This Participating Addendum may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). Issues concerning interpretation and eligibility for participation are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Participating Addendum and the Master Agreement are consistent with its procurement policies and regulations. The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract. 1. Prior to commencement of work and release of any payments, Contractor shall submit to the State: a. a certificate of insurance consistent with the requirements set forth in Attachment C, Section 8 (Insurance), and with any additional requirements for insurance as may be set forth elsewhere in this contract; and 2. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. 3. All invoices are to be rendered by the Contractor on the vendor's standard billhead and forwarded directly to the institution or agency ordering materials and shall specify the address to which payments will be sent.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Purchaser The signatory party to this Contract other than the Administrator. Purchaser is also defined to include employees and agents of the Purchaser authorized to conduct activities as required for execution of the timber sale Contract. As an independent contractor, neither the Purchaser, its employees or agents are considered employees of the State of Montana pursuant to work performed under this Contract.

  • Buyer Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed

  • Transferor Signed, sealed and delivered by ) by Xxxx Xx ) for and on behalf of ) the Transferor pursuant to the Power of Attorney ) by Coinllectibles Private Limited ) In the presence of ) ) Name: Xx Xxx Xxxx

  • Liability of the Company and the Master Servicer The Company and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company or the Master Servicer, as applicable, herein.