Selling Parties. Chartendure and the Shareholders.
Selling Parties and Buyer shall, prior to or after closing, execute any and all documents and perform any and all acts reasonably necessary, incidental, or appropriate to give effect the transaction contemplated by this Agreement.
Selling Parties. “Selling Parties” shall have the meaning set forth in the Preamble.
Selling Parties and Buyer each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, claim, or expense incurred by reason of any brokerage, commission, or finder's fee alleged to be payable because of any act, omission, or statement of the indemnifying party.
Selling Parties. 1 Solvent..........................................................................................................22
Selling Parties. The Shareholders of the Company as of the Closing Date, other than holders of Dissenting Shares, that are entitled to receive any portion of the Merger Consideration; provided, however, that to the extent that, at or following the Closing, IBF elects to transfer and assign any portion of the Merger Consideration it receives to either or both of the Key Managers, the Key Managers will not be considered Selling Parties solely as a result of such transfer or assignment. SUNSET COMMON. The common stock, par value $.001 per share, of Sunset Brands, Inc.
Selling Parties. The entities listed on Schedule 4.22 are the only Affiliates of the Selling Parties that have title to, or use, any Asset or are subject to any obligation that is an Assumed Obligation or are otherwise engaged in the operation or conduct of the Business.
Selling Parties. The Selling Parties agree, to defend, indemnify and save harmless each member of the Purchasing Group (as defined below) from any and all claims, losses, damages liabilities and expenses of any kind (including without limitation, reasonable attorneys' and experts' fees, costs and disbursements, whether incurred in an action or proceeding between the Parties or otherwise) incurred directly or indirectly by reason of the breach by the Selling Parties of this Agreement.
Selling Parties have finished to Buyer for its examination (1) copies of the articles of incorporation and bylaws of Corporation; (2) the minute books of Corporation containing all records required to be set forth of all proceedings, consents, actions, and meetings of the shareholders and boards of directors of Corporation.
Selling Parties. Indemnification of Buyer and Buyer's Parent. The Selling Parties shall be jointly and severally liable to and shall indemnify Buyer and Buyer's Parent for all Taxes relating to the Purchased Assets imposed on Buyer or Buyer's Parent for any taxable period prior to the Closing Date, except any Taxes imposed on the Selling Parties by any governmental authority, including the State of California, as a result of holding the Closing in California. The Selling Parties shall also jointly and severally indemnify, defend and hold harmless Buyer and Buyer's Parent from all costs and expenses incurred by Buyer or Buyer's Parent (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Taxes for which the Selling Parties are required to indemnify Buyer or Buyer's Parent under this Section 6.2(a).
