OWNERSHIP BY SELLING STOCKHOLDERS; ENFORCEABILITY OF PURCHASE AGREEMENT Sample Clauses

OWNERSHIP BY SELLING STOCKHOLDERS; ENFORCEABILITY OF PURCHASE AGREEMENT. Except as otherwise indicated on Seller's Disclosure Schedule, the Company and each of the Selling Stockholders represent, warrant and agree, solely for the benefit of Western and Buyer (jointly and severally), as follows (except that as to matters (a)(i), (a)(ii), (a)(iv), (b), (c), (d)(i), (e), (f) and (g) below, each Selling Stockholder represents, warrants and agrees with respect only to itself and the shares of Stock held by it):
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Related to OWNERSHIP BY SELLING STOCKHOLDERS; ENFORCEABILITY OF PURCHASE AGREEMENT

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Further Agreements of the Selling Stockholder The Selling Stockholder covenants and agrees with each Underwriter that:

  • Further Agreements of the Selling Shareholders Each of the Selling Shareholders covenants and agrees with each Underwriter that:

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • Agreements of the Selling Stockholders Each Selling Stockholder agrees with you and the Company:

  • REINSTATEMENT OF PURCHASE AGREEMENT All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 17, shall remain in full force and effect without any change.

  • Amendment of Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Effect on Purchase Agreement Except as expressly set forth herein, all terms and provisions contained in the Purchase Agreement shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, and agreements, understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof and may be changed only in writing signed by authorized representatives of the parties.

  • Successors and Assigns; Assignment of Purchase Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. This Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the Mortgage Loans, without the consent of the Seller. There shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans and this Agreement. In the event the Purchaser assigns this Agreement, and the assignee assumes any of the Purchaser's obligations hereunder, the Seller acknowledges and agrees to look solely to such assignee, and not to the Purchaser, for performance of the obligations so assumed and the Purchaser shall be relieved from any liability to the Seller with respect thereto.

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