Selling Parties. Chartendure and the Shareholders.
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. “Selling Parties” shall have the meaning set forth in the Preamble.
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. 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. 1 Solvent..........................................................................................................22
Selling Parties. STI and Webex xxxnowledge that (1) the covenants and the restrictions contained in this Agreement are necessary, fundamental and are required for the protection of Webex; (0) such covenants relate to matters which are of a special, unique and extraordinary character that gives each of such covenants a special, unique, and extraordinary value; and (3) a breach of any covenants or any other provision of this Agreement will result in irreparable harm and damages to Webex xxxch cannot be adequately compensated by a monetary reward. Accordingly, it is expressly agreed that in addition to all other remedies available at law or in equity, Webex xxxll be entitled to the immediate remedy of a temporary restraining order, preliminary injunction, or such other form of injunctive or equitable relief as maybe used by any court of competent jurisdiction to restrain and enjoin Selling Parties and STI from breaching any such covenant or provision or to specifically enforce the provisions hereof. All rights, remedies,
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. Buyer and Fibreboard Corporation, a Delaware corporation ("Fibreboard") are parties to that certain Asset Purchase Agreement dated as of October 6, 1995, (the "Purchase Agreement"), pursuant to which Selling Parties have agreed to sell, transfer and assign to Buyer and Buyer has agreed to purchase, acquire and assume from Selling Parties substantially all of the assets of Bear Mountain and certain assets of S-K-I (the "Assets"), as more specifically described in Section 1.1 of the Purchase Agreement.
Selling Parties. Deliveries at the Closing. Seller and the Shareholder shall deliver to Purchaser at the Closing the following items:
(i) a Bill of Sale from Seller to Purchaser in form and substance acceptable to Purchaser;
(ii) a copy of the resolutions duly adopted by Seller's Board of Director and Shareholder authorizing the execution, delivery, and performance of this Agreement and the consummation of the Contemplated Transactions, certified by an officer of Seller;
(iii) unaudited financial statements and Georgia Clean Air Force management reports for each monthly financial period subsequent to April 30, 2004 and prior to the Effective Time;
(iv) titles to all motor vehicles being transferred to Purchaser hereunder, endorsed for assignment;
(v) evidence that any and all security interests covering the Assets have been released by Seller's lender; and
(vi) all other documents or instruments required by this Agreement or reasonably required by Purchaser's counsel to consummate the Contemplated Transactions.
