Sellers’ Protections Sample Clauses
Sellers’ Protections. 12.1 The Shares and the Assets shall be freely transferable by the Buyer or the Company provided that:
12.1.1 the owner of the Shares and/or all or substantially all of the Assets and/or any right(s) or asset(s) which constitute all or substantially all of the Company’s economic value in the Products (“Substantial Interest”) has, concurrent with taking ownership of the Shares and/or all or substantially all of the Assets and/or a Substantial Interest, entered into a Deed of Accession with the Sellers pursuant to which it accedes to this Agreement, the Milestone Loan Stock Instruments and the Royalty Loan Stock Instruments as the Buyer and the Company and assumes all the obligations of the Buyer and the Company contained herein; and
12.1.2 the Buyer shall remain responsible to the Sellers for the performance of the obligations of the Buyer hereunder and under the Milestone Loan Stock Instruments and the Royalty Loan Stock Instruments as if such obligations had not been assumed by the new owner of the Shares or all or substantially all of the Assets and/or a Substantial Interest.
12.2 The Buyer covenants to the Sellers that, in the event it or any member of the Buyer’s Group grants a licence to a third party for the development, manufacture or commercialisation of any Products, such licence shall be on arm’s length terms and the Buyer shall remain bound by all of the obligations under this Agreement including but not limited to:
12.2.1 the obligations to redeem in cash the Milestone Loan Stock and/or the Royalty Loan Stock; and
12.2.2 the obligations set forth in Clause 11.2.
12.3 The Buyer undertakes that it shall not, and undertakes to procure that none of the Company or any member of the Buyer’s Group shall, enter into any transaction or series of transactions, without the prior written consent of the Sellers, which has, as one of its primary purposes, effects or results in the avoidance, reduction or alleviation of the Buyer’s obligations under this Agreement, including its obligations to redeem in cash the Milestone Loan Stock and/or the Royalty Loan Stock. Any transactions entered into in breach of this undertaking shall be void from the outset.
12.4 The Buyer and any members of the Buyer’s Group to whom the Buyer transfers any Shares shall exercise its rights as owner of the Shares to ensure the Company fully complies with its obligations under this Agreement. The Buyer may only allow a person to subscribe for shares in the capital of the Company if s...
Sellers’ Protections. The liability of the Guarantor under this Guarantee and Indemnity shall not be affected, impaired or discharged by reason of any act, omission, matter or thing which but for this provision might operate to release or otherwise exonerate the Guarantor from its obligations hereunder including, without limitation:
(a) any amendment, variation or modification to, or replacement of this Agreement;
(b) the taking, variation, compromise, renewal, release, refusal or neglect to perfect or enforce any rights, remedies or securities against a Purchaser or any other person;
(c) any time or indulgence or waiver given to, or composition made with, the Seller or any other person; or
(d) a Purchaser becoming insolvent, going into receivership or liquidation or having an administrator appointed.
Sellers’ Protections. 4.1 This guarantee and indemnity shall continue in full force and effect notwithstanding, and the liability of the Purchaser’s Guarantor under this guarantee and indemnity shall not be affected, impaired or discharged by reason of, any act, omission, matter or thing which but for this provision might operate to reduce, release or prejudice or otherwise exonerate the Purchaser’s Guarantor from its obligations (without limitation and whether or not known to it or the Sellers) hereunder including, without limitation:
(a) any amendment (however fundamental), variation or modification to, or replacement of, any Transaction Document;
(b) the taking, variation, compromise, exchange, renewal, release, refusal or neglect to perfect, take up or enforce any rights, remedies or securities against the Purchaser or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or, if appropriate, any failure to receive the full value of any security;
(c) any incapacity, lack of power, authority or legal personality, dissolution, amalgamation, reconstruction, consolidation or change in the members or status or constitution, of the Purchaser, the Purchaser’s Guarantor, any Seller or any other person;
(d) any time or indulgence or waiver or consent given to, or composition made with, the Purchaser, the Purchaser’s Guarantor or any other person;
(e) any purported obligation of the Purchaser, the Purchaser’s Guarantor or any other person to the Sellers (or any security for such obligation) becoming wholly or partly void, invalid or unenforceable for any reason, whether or not known to the Sellers, the Purchaser or the Purchaser’s Guarantor;
(f) the Purchaser becoming insolvent, going into receivership or liquidation or having an administrator appointed or becoming subject to any other procedure for the suspension of payments to or protection of creditors or any similar proceedings; or
(g) any other act, omission, circumstance, matter or thing which, but for this provision, might operate to release, reduce or otherwise exonerate the Purchaser’s Guarantor from any obligations under this guarantee and indemnity.
Sellers’ Protections. The following provisions shall apply to any claim brought by Buyer, Parent or any Parent Affiliate:
(a) Sellers are not liable in respect of an individual Claim unless the amount that would otherwise be recoverable from the Sellers in respect of that Claim exceeds US$10,000 (Ten Thousand US Dollars).
(b) Sellers are not liable in respect of a Claim unless and until the amount that would otherwise be recoverable from the Sellers in respect of that Claim, when aggregated with any other amount or amounts recoverable in respect of other Claims (excluding any amounts in respect of a Claim for which Sellers have no liability because of Section 9.2 (a) exceeds US$1,000,000 (One Million US Dollars) and in the event that the aggregated amounts exceed US$1,000,000 (One Million US Dollars) in which event the entire amount of such Claims shall be recoverable (subject to Section 9.1(b)).
(c) Sellers are not liable in respect of a Claim unless Buyer, Parent or any Parent Affiliate has given Sellers written notice of the Claim (stating in reasonable detail the nature of the Claim and, if practicable, the amount claimed):
(i) on or before the third anniversary of the Closing Date in respect of a Claim in connection with the Title Representations and Warranties or the Tax Representations and Warranties; and
(ii) on or before the first anniversary of the Closing Date in respect of any other Claim.
(d) Sellers are not liable in respect of a Claim to the extent that the matter giving rise to the Claim arises wholly or partially from an event on or before or after Closing Date at the request or direction of, a Parent Affiliate or an authorized agent or adviser of a Parent Affiliate.
(e) No Parent Affiliate is entitled to recover more than once in respect of any one matter giving rise to a Claim.
(f) Nothing in this Agreement restricts or limits each Parent Affiliate’s general obligation at law to mitigate any loss or damage which it may incur in consequence of a matter giving rise to a Claim.
Sellers’ Protections. The liability of the Buyer’s Guarantor under this Guarantee and Indemnity shall not be affected, impaired or discharged by reason of any act, omission, matter or thing which but for this provision might operate to release or otherwise exonerate the Buyer’s Guarantor from its obligations hereunder including, without limitation:
(a) any amendment, variation or modification to, or replacement of:
Sellers’ Protections. The liability of the Guarantor under this Guarantee and Indemnity shall not be affected, impaired or discharged by reason of any act, omission, matter or thing which but for this provision might operate to release or otherwise exonerate the Guarantor from its obligations hereunder including, without limitation:
(a) any amendment, variation or modification to, or replacement of:
(i) this agreement; and/or
(ii) the Tax Deed;
(b) the taking, variation, compromise, renewal, release, refusal or neglect to perfect or enforce any rights, remedies or securities against the Buyer or any other person;
(c) any time or indulgence or waiver given to, or composition made with, the Buyer or any other person; or
(d) the Buyer becoming insolvent, going into receivership or liquidation or having an administrator appointed, provided that if no obligations of the Buyer remain as a result of any of the actions in (a) to (c) above, the Buyer’s obligations shall be released and discharged in whole as to the Guarantor.
Sellers’ Protections. The provisions of Schedule 8 shall have effect so as to limit the liability of the Sellers in respect of the Warranties (save for warranties A1 and A5, which shall be excluded from the application of Schedule 8).
Sellers’ Protections. 6.1 Despite the foregoing provisions of clause 5:-
6.1.1 the Buyer shall not claim compensation from the Seller unless the total amount of all claims, after having exhausted all available relevant insurance coverage which the relevant Group Member has in place, if any, shall exceed SEK 1,000,000, in which event the Buyer shall be entitled to claim the excess over SEK 500,000 of such claim or claims;
6.1.2 the total compensation to be paid by the Seller under the Warranties shall in no event exceed SEK 10,052,000;
6.1.3 the Seller will be under no liability to make any payment in respect of any claim unless:-
3 6.1.3.1 written particulars of the claim (giving details of the specific matter in respect of which such claim is made) are given to the Seller within two months of the Buyer having discovered the claim; and