Common use of Nature of Sellers’ Obligations Clause in Contracts

Nature of Sellers’ Obligations. (i) The covenants of each Seller in §2(a) above concerning the sale of his Target Membership Interests to Buyer and the representations and warranties of each Seller in §3(a) above concerning the transaction are individual, and not joint and several, obligations. This means that the particular Seller making the representation, warranty, or covenant shall be solely responsible to the extent provided in §8(b)(ii) above for any Adverse Consequences Buyer may suffer as a result of any breach thereof. (ii) The remainder of the representations, warranties, and covenants in this Agreement are joint and several obligations. This means that each Seller shall be responsible to the extent provided in §8(b)(i) and (iii) above for the entirety of any Adverse Consequences Buyer may suffer as a result of any breach thereof.

Appears in 2 contracts

Samples: Business Sale and Membership Interest Purchase Agreement (Penford Corp), Business Sale and Membership Interest Purchase Agreement (Penford Corp)

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Nature of Sellers’ Obligations. (i) The covenants of each Seller in §Section 2(a) above concerning the sale of his its Target Membership Interests to Buyer and the representations and warranties of each Seller in §Section 3(a) above concerning the transaction are individual, and not joint and several, obligations. This means that the particular Seller making the representation, warranty, or covenant shall be solely responsible to the extent provided in §Section 8(b)(ii) above for any Adverse Consequences Buyer may suffer as a result of any breach thereof. (ii) The remainder of the representations, warranties, and covenants in this Agreement are joint and several obligations. This means that each Seller shall be responsible to the extent provided in §Section 8(b)(i) and (iii) above for the entirety of any Adverse Consequences Buyer may suffer as a result of any breach thereof, subject to the other provisions of this Agreement.

Appears in 1 contract

Samples: Membership Purchase Agreement (Sparton Corp)

Nature of Sellers’ Obligations. (i) The covenants of each Seller in §2(a) above concerning the sale of his Target Membership Interests or her Nano Units to Buyer and the representations and warranties of each Seller in §3(a) above concerning the transaction are individual, and not joint and several, obligations. This means that the particular Seller making the representation, warranty, or covenant shall be solely responsible to the extent provided in §8(b)(ii6(b)(ii) above for any Adverse Consequences Buyer may suffer as a result of any breach thereof. (ii) The remainder of the representations, warranties, and covenants in this Agreement are joint and several obligations. This means that each Seller shall be responsible to the extent provided in §8(b)(i6(b)(i) and (iii) above for the entirety of any Adverse Consequences Buyer may suffer as a result of any breach thereof.

Appears in 1 contract

Samples: Unit Purchase Agreement (Cancer Therapeutics Inc)

Nature of Sellers’ Obligations. (i) The covenants of each Seller in §2(a) above concerning the sale of his Target Membership his, her, or its Company Interests to Buyer and the representations and warranties of each Seller in §3(a) above concerning the transaction are individual, and not joint and several, obligations. This means that the particular Seller making the representation, warranty, or covenant shall will be solely responsible to the extent provided in §8(b)(ii) above for any Adverse Consequences Buyer may suffer as a result of any breach thereof. (ii) The remainder of the representations, warranties, and covenants in this Agreement are joint and several obligations. This means that each Seller shall will be responsible to the extent provided in §8(b)(i) and (iii) above for the entirety of any Adverse Consequences Buyer may suffer as a result of any breach thereof.

Appears in 1 contract

Samples: Limited Liability Company Membership Interest Purchase Agreement (Hythiam Inc)

Nature of Sellers’ Obligations. (i) The covenants of each Seller in §2(a) above concerning the sale of his Target Membership Interests his, her, or its SIMPLY WHIM Shares to Buyer and the representations and warranties of each Seller in §3(a) above concerning the transaction are individual, and not joint and several, obligations. This means that the particular Seller making the representation, warranty, or covenant shall be solely responsible to the extent provided in §8(b)(ii6(b)(ii) above for any Adverse Consequences Buyer may suffer as a result of any breach thereof. (ii) The remainder of the representations, warranties, and covenants in this Agreement are joint and several obligations. This means that each Seller shall be responsible to the extent provided in §8(b)(i6(b)(i) and (iii) above for the entirety of any Adverse Consequences Buyer may suffer as a result of any breach thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Marquie Group, Inc.)

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Nature of Sellers’ Obligations. (i) The covenants of each Seller in §Section 2(a) above concerning the sale of his his, her, or its Target Membership Interests Shares to Buyer and the representations and warranties of each Seller in §Section 3(a) above concerning the transaction are individual, and not joint and several, obligations. This means that the particular Seller making the representation, warranty, or covenant shall be solely responsible to the extent provided in §Section 8(b)(ii) above for any Adverse Consequences Buyer may suffer as a result of any breach thereof. (ii) The remainder of the representations, warranties, and covenants in this Agreement are joint and several obligations. This means that each Seller shall be responsible to the extent provided in §Section 8(b)(i) and (iii) above for the entirety of any Adverse Consequences Buyer may suffer as a result of any breach thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ultralife Batteries Inc)

Nature of Sellers’ Obligations. (i) The covenants of each Seller in §2(a) above concerning the sale of his Target its Membership Interests to Buyer and Buyer, the representations and warranties of each Seller in §3(a) above concerning and the transaction covenants contained in §6(f), (g) or (i) are individual, individual and not joint and several, or several obligations. This means that the particular Seller making the representation, warranty, or covenant shall be solely responsible to the extent provided in §8(b)(ii5(e) above and §8(b) for any Adverse Consequences Buyer may suffer as a result of any breach thereof. (ii) The remainder of the Sellers’ representations, warranties, and covenants in this Agreement are joint and several obligations. This means that based on each Seller shall be responsible to the extent provided in §8(b)(i) and (iii) above for the entirety Seller’s Allocable Portion of any Adverse Consequences Buyer may suffer as a result of any breach thereofthereof as set forth in §5(e) and §8(b).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Copano Energy, L.L.C.)

Nature of Sellers’ Obligations. (i) The covenants of each Seller in §2(a) above concerning the sale of his Target Membership Interests his, her, or its Company Shares to Buyer and the representations and warranties of each Seller in §3(a) above concerning the transaction are individual, and not joint and several, obligations. This means that the particular Seller making the representation, warranty, or covenant shall be solely responsible to the extent provided in §8(b)(ii) above for any Adverse Consequences Buyer may suffer as a result of any breach thereof. (ii) The remainder of the representations, warranties, and covenants in this Agreement are joint and several obligations. This means that each Seller shall be responsible to the extent provided in §8(b)(i) and (iii) above for the entirety of any Adverse Consequences Buyer may suffer as a result of any breach thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Investors Title Co)

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