Seller Matters. (a) the Sellers Indemnity Obligations, (b) Sellers’ express representations, warranties, covenants and agreements as set forth in Article VI and Article XIII of this Agreement (as supplemented by Schedule 14.14 attached to the Crescent Contract), and (c) the applicable Seller’s warranties of title as set forth in the Deeds.
Seller Matters. (a) Prior to the Closing, Seller shall enter into an agreement in form and substance satisfactory to Buyer whereby Seller forgoes any tax payment due from the Company or its Subsidiary pursuant to the terms of the Tax Sharing Agreement with the liabilities of the parties to be determined under this Agreement. In addition, except for the termination of the Tax Sharing Agreement, as contemplated by this Agreement, Seller shall not consent to any amendment of or modification to the Tax Sharing Agreement which could be adverse to the Company, the Partnership, Buyer or AMG, and, except as provided in this Section 7.1(a) and shall comply with it in accordance with its terms.
(b) Effective as of the Closing, the following existing agreements shall be terminated (i) the General Services Agreement between the Company and Seller, (ii) the Information Services Agreement between the Company and Apprise Corp., and (iii) the Confidentiality Agreement to the extent it relates to AMG.
Seller Matters. 37 Section 7.2 Conduct of Business Prior to Closing......................37 Section 7.3 Client Consents...........................................39 Section 7.4 Confidentiality and Announcements.........................40 Section 7.5 Expenses..................................................41 Section 7.6 Covenants with Respect to Agreement.......................41 Section 7.7 Access; Certain Communications............................41 Section 7.8 Regulatory Matters; Third Party Consents..................42 Section 7.9 Releases..................................................43 Section 7.10
Seller Matters. By his, her or its execution of this Agreement, each Seller executing this Agreement, in his, her or its capacity as a stockholder of the Company, hereby approves and adopts this Agreement and authorizes the Company, its directors and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its Exhibits. Such execution shall be deemed to be action taken by the written consent of each Seller for purposes of Section 228 of the DGCL. As a result of this approval, each Seller also confirms that he, she or it is no longer entitled to any appraisal rights pursuant to the DGCL.
Seller Matters. (a) By its execution of this Agreement, each Seller, in its capacity as a shareholder of the Company, hereby approves and adopts this Agreement and authorizes the Company and its directors and officers to take all actions necessary for the consummation of the Purchase and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits.
(b) Each Seller has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by each Seller of the transactions contemplated hereby (including the Purchase) have been duly and validly authorized by all necessary action on the part of each Seller and no other proceedings on the part of any Seller, other than compliance by the Optionholders with Section 5.22 hereunder, are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to applicable law and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by each Seller and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
(c) Each Seller for itself only, represents and warrants as follows:
(i) that its execution and delivery of this Agreement does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on itself or th...
Seller Matters. COMPANY ORGANIZATION; GOOD STANDING; CORPORATE AUTHORITY; ENFORCEABILITY......................................................8 3.3 CAPITALIZATION......................................................9 3.4
Seller Matters. Each Seller severally and not jointly ----------- -------------- represents and warrants as to itself and not as to any other Seller to Buyer as follows:
Seller Matters. Each Seller severally and not jointly represents and warrants as to itself and not as to any other Seller to Buyer as follows:
(a) Organization and Qualification of each Seller. Such Seller is a general partnership duly formed and validly existing under the laws of the State of Iowa. Such Seller has all requisite partnership power and authority to own and lease its assets and properties and to conduct its activities as such activities are currently conducted.
Seller Matters. The purpose of this Agreement is to assign all right, title and interest of Seller in and to the Purchased Assets and this Agreement shall be construed accordingly.
Seller Matters. From and after the Initial Closing, the Seller Parties (each, a “Seller Indemnifying Party”, and collectively, the “Seller Indemnifying Parties”) shall, jointly and severally, indemnify, defend and hold harmless the Buyer and its Affiliates, officers, managers, members, shareholders, directors, employees, agents, representatives of the foregoing and each of the successors and assigns of the foregoing (each, a “Buyer Indemnitee”) from, against, and with respect to, any Loss, of any kind or character, that arises out of or in any manner incident, relating or attributable to:
(a) any inaccuracy or breach of any of the representations and warranties contained in Article IV or Article V of this Agreement or any other Transaction Document; and
(b) any breach of or failure by the Seller Parties to carry out, perform, satisfy, observe or discharge, or to have performed or observed, in full, any covenant, agreement or condition to be performed or observed by any Seller Party under this Agreement or other document or agreement executed by the Company or the Owners in connection with this Agreement, including any other Transaction Document.
