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Seller Corp Sample Clauses

Seller Corp and Purchaser agree that this Agreement is subject to the terms and conditions of the Purchase Agreement and that, notwithstanding anything contained herein to the contrary, this Non-Competition Agreement shall not be deemed to limit, enlarge or extinguish any obligation of Seller, Promisors or Purchaser under the Purchase Agreement, all of which obligations shall survive the delivery of this Non-Competition Agreement in accordance with the terms of the Purchase Agreement.
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Seller Corp holds, is and has been in compliance with all necessary environmental Governmental Approvals, there is no condition that is reasonably likely to prevent or materially interfere in the near future with compliance with the Governmental Approvals by Seller Corp. on the Closing Date, and all permit fees are paid and current; and
Sample 1
Seller Corp is not a person other than a U.S. person within the meaning of the Code.
Sample 1
Seller Corp can unilaterally terminate all Plans other than the Plans identified on Appendix 2.1(k)-3 to the Sellers' Disclosure Letter without incurring any material liability.
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Seller Corp is in compliance in all material respects with, has conducted for the past two years and does conduct its business and operations in compliance in all material respects with, and is not in default or violation in any respect under any law, regulation, writ, injunction, decree or order applicable to Seller Corp. or its Assets, including without limitation all safety and health, antitrust, consumer protection, labor, equal opportunity or discrimination laws, rules and regulations;
Sample 1
Seller Corp and Subsidiary comply in all material respects with all applicable laws, rules and regulations relating to the employment of labor, including, but without limitation, those relating to wages, hours, concerted activity, non-discrimination, occupational health and safety and the payment and withholding of Taxes, and Seller Corp. has no accrued liability for any arrears of wages or any Taxes or penalties for failure to comply with any of the foregoing.
Sample 1
Seller Corp has the corporate power and authority to enter into this Agreement and the Operative Documents to which it is a party and to carry out its obligations hereunder and thereunder. Sellers have the power, authority and capacity to enter into this Agreement and the Operative Documents to which they are a party and to carry out their obligations hereunder and thereunder. This Agreement has been duly authorized, executed and delivered by Seller Corp. and each Seller and constitutes the legal, valid and binding obligation of Seller Corp. and each Seller, enforceable against each of them in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, reorganization, fraudulent conveyance, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors or general principles of equity.
Sample 1
Seller Corp has not filed a consent under Section 341(f) of the Code concerning collapsible corporations. Seller Corp. has not made any payments, is not obligated to make any payments, nor is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code. Seller Corp. has not been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Seller Corp. has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. Seller Corp. has not entered into any Tax allocation or sharing agreement. Seller Corp. (A) has not been a member of an affiliated group, within the meaning of Section 1504(a) of the Code, filing a consolidated federal income Tax Return (other than a group the common parent of which was Seller Corp.) and (B) does not have any liability for the Taxes of any person or entity (other than of Seller Corp. and Subsidiary) under Treasury Regulation section 1.1502-6 (or any similar provision of state, local, or foreign law), as transferee or successor, by contract, or otherwise. (1) Tax liabilities which remain the liability of Sellers; or (2) Tax liabilities resulting from any Tax election made by Purchaser as of the Closing.
Sample 1
Seller Corp owns no real property.
Sample 1

Related to Seller Corp

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

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

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

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • By Sellers Sellers, jointly and severally, shall indemnify, save and hold harmless Buyer (before and after the Closing) and the Corporation (after the Closing only) from, against and in respect of the following (individually a "Loss" and collectively "Losses"): (i) any and all loss, liability, deficiency or damage suffered or incurred by Buyer by reason of (A) any untrue representation or breach of warranty or (B) nonfulfillment of any covenant or agreement by Sellers or the Corporation in this Agreement or in any agreement, instrument or other writing delivered to Buyer by Sellers or the Corporation pursuant to or in connection with this Agreement; (ii) any claim against the Corporation or Buyer for (x) a finder's fee, investment banker's fee, or brokerage or other commission or (y) for legal expenses, in each case by any Person for services alleged to have been rendered at the instance of the Corporation or Sellers with respect to this Agreement or the transaction contemplated by this Agreement; (iii) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation relating to any claim, suit, litigation or proceeding with respect to events occurring prior to the Closing Date which is not fully reserved for on the Corporation's Financial Statements or Interim Financial Statements, except to the extent covered by insurance, including, but not limited to, any claim by any Person that any of the Corporation's operations failed to comply with any applicable Governmental Requirement; (iv) any liabilities and obligations for Taxes which are or shall be incurred with respect to the operation of the Corporation on or prior to the Closing Date; (v) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation in connection with any Employee Plan with respect to the operation of the Corporation on or prior to the Closing Date which is not fully reserved for on the Corporation's Financial Statements or Interim Financial Statements; (vi) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation caused by or arising out of the generation, treatment, handling, storage or disposal of Hazardous Substances or noncompliance with any Environmental Laws prior to the Closing Date regardless of whether or not the matter or matters giving rise to any such Losses were disclosed to Buyer in Schedule 4.19 or known by Sellers at the date of this Agreement; and (vii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, (including, but not limited to, legal fees and expenses) incident to any of the foregoing or incurred in enforcing this Agreement or any agreement provided for in this Agreement. With respect to any Losses covered by Sellers' indemnification obligations under Section 9.2(a)(i)(A), the Sellers shall have liability for such Losses only if the aggregate amount of any such Losses exceed Fifty Thousand Dollars ($50,000), in which case Sellers shall indemnify Buyer for all Losses (beginning with the first dollar thereof); provided, however, that such limitation shall not apply to any other Losses covered by Section 9.2(a) nor to any Losses incurred as a result of fraud.

  • Acquired Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and assume from Seller, all of Seller’s Interest in and to the following assets, properties, rights and interests, free and clear of all Encumbrances (other than Permitted Encumbrances), (the “Acquired Assets”): (a) the Site and the Facility; (b) those easements and other Contracts relating to the Site set forth in Section 2.1(b) of the Seller Disclosure Schedule (“Assumed Real Property Contracts”); (c) the machinery, equipment, vehicles, furniture, Inventory and other personal property used primarily in connection with the operation of, or for consumption at, the Facility or the Site, including any property purchased but not yet located at the Facility or the Site (collectively, “Personal Property”); (d) all Permits and Environmental Permits relating to the Site and the Facility; (e) all Contracts entered into by Seller related to the Facility or the Site, as set forth in Section 2.1(e) of the Seller Disclosure Schedule (collectively with the Assumed Real Property Contracts, the “Assumed Contracts”); (f) any and all inventory items used for the Business, including: consumables; lubricants, chemicals, fluids, lubricating oils, fuel oil, filters, fittings, connectors, seals, gaskets, hardware, wire and other similar materials; maintenance, shop and office supplies; replacement, spare or other parts; tools, special tools or similar equipment; and similar items of movable property and other materials located at or in transit to, or held for use at the Facility or the Site or used in connection with the Facility or the Site (collectively, “Inventory”); (g) all of Seller’s rights to use and sell electricity, capacity or ancillary services with respect to the period commencing after the Effective Time; (h) all Intellectual Property related solely to the Site or Facility or used primarily in connection with the Business; (i) all Emission Allowances held by or allocated or issued to Seller or with respect to Seller’s Interest in the Site or Facility in connection with the Business or the Acquired Assets for the year in which Closing occurs and each year thereafter or otherwise needed to offset Seller’s share of emissions with respect to the Facility under the Emissions Agreement prior to the Closing Date; (j) the rights which, if not for the transactions contemplated herein, would have accrued to Seller in and to any causes of action, Claims (including rights under Insurance Policies to proceeds, refunds (other than refunds relating to Taxes for Pre-Closing Periods as prorated pursuant to the method described in Section 3.4(a)) or distributions thereunder paid after the Closing Date) and defenses against third parties (including indemnification and contribution) relating to and to the extent of any Acquired Assets or Assumed Liabilities arising after the Closing Date; (k) all unexpired warranties, indemnities and guaranties made or given by manufacturers, overhaulers, assemblers, refurbishers, vendors and service providers and other comparable third parties to the extent relating exclusively to the Facility, the Site or the Acquired Assets (but excluding those warranties, indemnities and guarantees related to any Excluded Assets), whether provided in connection with the purchase of equipment or entered into independently of such purpose; (l) the PJM capacity sales listed in Section 2.1(l) of the Seller Disclosure Schedule and all PJM capacity sales entered into by Seller after the Execution Date with respect to its Interest, in each case excluding capacity sales revenue received by Seller prior to the Closing Date; and (m) all other assets, rights and interests used exclusively in relation to or in connection with the Facility; provided, however, that the Acquired Assets shall not include the Excluded Assets.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

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

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

Most Referenced Clauses

Most Referenced Definitions