Of Sellers Sample Clauses

Of Sellers. Sellers, jointly and severally, represent and warrant to and agree with Buyer, as follows:
Sample 1
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Of Sellers. Xxxxxx "Xxx" Xxxxxxx Shares Owned of Seller: 1 00% AEOG Disclosure Schedule 20 JILP and SELLERS' Disclosure Schedule
Sample 1
Of Sellers. In addition, the Shareholder has agreed not to compete with EMI and its schools. EMI has entered into this Agreement to reflect that it is jointly and severally liable with the Buyer with regard to the obligations of the Buyer provided for in it. IN CONSIDERATION OF THE COVENANTS CONTAINED IN THIS AGREEMENT, AND THE OTHER CONSIDERATION PROVIDED FOR IN IT, THE PARTIES, EACH INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:
Sample 1
Of Sellers. HKS hereby represents and warrants to and agrees with Buyer, without limitation, as set forth in all of sections 5.1.1 through 5.1.29, and the ESOP hereby represents and warrants to and agrees with Buyer (with respect only to the Company, the ESOP and the Shares to be sold hereunder by the ESOP) as set forth in sections 5.1.3, 5.1.6 and 5.1.7:
Sample 1
Of Sellers. Each Seller represents and warrants to Purchaser that such Seller has good and valid title to the Securities sold by such Seller hereunder free and clear of any lien, encumbrance or other adverse claim (other than as set forth in the Investment Agreement, dated as of October 10, 1995, by and among Highlands, Haliburton Company, a Delaware corporation, IP and IPB) and Purchaser will acquire good and valid title to such Securities free and clear of any lien, encumbrance or other adverse claim (except any restrictions imposed by the IP Pledge Agreement, the IP Note, the IPB Pledge Agreement or the IPB Note (each as defined below), or federal or state securities laws).
Sample 1
Of Sellers. Buyer agrees to indemnify and hold harmless Sellers in respect of any and all claims, losses and expenses, including reasonable fees and disbursements of counsel (before and at trial, in bankruptcy proceedings and in appellate proceedings), which may be incurred by Sellers (the “Indemnified Party”) arising out of:
Sample 1
Of Sellers. In the event of a Purchaser Default, Sellers shall, as their sole and exclusive remedy hereunder, have the right to terminate this Agreement and receive the Deposit and such payment shall constitute and be liquidated and agreed damages, whereupon the parties hereto shall be relieved of any further liability or obligation to each other, it being expressly understood that the receipt by Sellers of such monies shall be the sole and exclusive right and remedy of Sellers and constitutes a fair and reasonable amount for the damage sustained by Sellers by reason of Purchaser's breach of this Agreement. Sellers hereby waive and release any right to seek specific performance against Purchaser.
Sample 1
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Of Sellers. Except as set forth in the Disclosure Schedule which is being delivered to Buyer concurrently herewith (the “Seller Disclosure Schedule”) (it being agreed that disclosure of any item in any section of the Seller Disclosure Schedule (whether or not an explicit cross-reference appears) shall be deemed to be disclosure with respect to any other section of the Seller Disclosure Schedule and any other representation or warranty made elsewhere in Article IV, in either case, to which the relevance of such item is reasonably apparent), each Seller severally and not jointly (provided, that the foregoing shall not limit Buyer’s remedies following the Closing set forth in Section 10.2) represents and warrants to Buyer and Parent as follows:
Sample 1
Of Sellers. Sellers hereby represent and warrant to Buyer, jointly and severally and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows.
Sample 1

Related to Of Sellers

  • SELLERS Fenway Panther Holdings, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Asst. Treasurer Address: 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx X. Xxxxxx Signature Page(s) to Stock Purchase Agreement Antares Capital Corporation By: /s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx Title: Duly Authorized Signatory Address: 000 X. Xxxxxx Chicago, IL 60661 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxxxx Xxxxxxxxxxxx Signature Page(s) to Stock Purchase Agreement /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Address: 0000 XX 000xx Xxxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Address: 00000 Xxxxxxx Xxxxx Xxxxx, Ohio 40139 Facsimile: Telephone: 000-000-0000 Attention: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Address: Facsimile: Telephone: Attention: CMFG Life Insurance Company f/k/a CUNA Mutual Insurance Society, successor by merger to CUNA Mutual Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements CUMIS Insurance Society, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements Fast Cat Enterprises, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Manager Address: 0000 Xxxxxxx Xxxx Medina, OH 44256 Facsimile: Telephone: (000) 000-0000 Attention: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Address: 00000 Xxxxx Xxxxxxxx Xxxx Xxxx Xxxx, XX 00000 Facsimile: Telephone: Attention: MEMBERS Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Address: 00000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Address: 0000 Xxxxxxx Xxx Pleasanton, CA 94566 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxxx

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • By Sellers Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Buyers 3.1 The Buyer Parent has incorporated or shall incorporate wholly-owned single purpose Xxxxxxxx Islands entities to be the Buyers of the Rigs and will nominate one such Buyer for each Rig.

  • The Sellers Section 9.01

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

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