Seller Matters Sample Clauses

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.
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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.
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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
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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.
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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:
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Seller Matters. 7 3.2 COMPANY ORGANIZATION; GOOD STANDING; CORPORATE AUTHORITY; ENFORCEABILITY......................................................8 3.3 CAPITALIZATION......................................................9 3.4
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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.
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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.
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Seller Matters 
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Related to Seller Matters

  • Closing Matters (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.

  • Routine Matters Custodian will, in general, attend to all routine and mechanical matters in connection with the sale, exchange, substitution, purchase, transfer, or other dealings with securities or other property of Fund except as may be otherwise provided in this Agreement or directed from time to time by the Board of Trustees of Fund.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials.

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

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

  • Property Matters (1) The Transaction Entities or the Subsidiaries have good and marketable title (either in fee simple or pursuant to a leasehold interest) to all of the properties owned or leased by them (the “Properties”), in each case, free and clear of all Liens except such as (i) are disclosed in the Prospectus; or (ii) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property, improvements, equipment and personal property held under lease by the Company or any Subsidiary are held under valid, existing and enforceable leases which are in full force and effect, and none of the Company, Operating Partnership nor any Subsidiary or, to any Transaction Entity’s knowledge, any other party, is in default under any such lease, with such exceptions as are disclosed in the Prospectus or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

  • FCC Matters Except for the filing of tariffs with the FCC, ----------- each Loan Party has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file which could reasonably be expected to have a Material Adverse Effect and is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC applicable to it, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect. No failure to pay any Indebtedness owing to the FCC in respect of any C-Block FCC License has occurred, except in accordance with the orders, rules and regulations of the FCC.

  • SEC Matters (a) The Company has timely filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all forms, reports and other documents required to be filed by it with the SEC since June 1, 2010 (collectively, the “Company Reports”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

  • Pre Closing Matters Section 6.1 Covenants of Seadrill Prior to the Closing Date 15 Section 6.2 Covenant of the Company Prior to the Closing Date 15 Section 6.3 Covenant of Capricorn Holdings Prior to the Closing Date 15

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