The Seller Parties Sample Clauses

The Seller Parties. Each of the Seller Parties is not in material violation of any, and has not received any written notices of a material violation with respect to any, applicable Laws with respect to the conduct, ownership or operation of the Business. None of the Acquired Technology, the Acquired Assets, or the Inventory violates any Environmental Laws, and the manufacture, packaging, and distribution of the Acquired Technology has been in material compliance with all Environmental Laws.
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The Seller Parties and the Buyer Parties may disclose to a proposed assignee information in its possession relating to the provisions of this agreement which it is necessary to disclose for the purposes of the proposed assignment, notwithstanding the provisions of clauses 22 and 23.
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The Seller Parties. At the Closing, the Seller Parties will deliver, or cause to be delivered, to the Purchaser the following: (i) a certificate evidencing the Class A Units, duly endorsed for transfer to the Purchaser; (ii) a receipt for the cash Purchase Price; (iii) executed counterparts of each Ancillary Agreement to which the Company or a Seller Party is a party; (iv) a certificate as to the non-foreign status of the Seller pursuant to Section 1.1445-2(b)(2) of the U.S. Treasury Regulations; (v) certified resolutions of the Board of Directors of each of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements; (vi) a duly executed certificate of the secretary or assistant secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and to the Ancillary Agreements; (vii) all original Books and Records (including organizational documents) of the Company; (viii) the certificate required by Section 9.03; (ix) certificates of good standing of the Company and the Seller from the Secretary of State of the State of Delaware, and comparable certificates, if available in the relevant jurisdiction, of good standing from the jurisdictions applicable to the Parent Designated Affiliates; (x) certificates representing the shares or other applicable securities of the Transferred Subsidiaries duly endorsed in blank, or accompanied by stock powers duly executed in blank; (xi) certified resolutions of the managing member of the Company authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, as applicable; and (xii) such other bills of sale, assignments and other instruments of assignment, transfer or conveyance, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties, as the Purchaser may reasonably request or as may be otherwise necessary (A) to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Transferred Assets to the Company and the Class A Units to the Purchaser and (B) to put the Company in actual ownership, possession or control of the Transferred Assets, in each case duly executed by the Seller.
Sample 1
The Seller Parties. CNL APF PARTNERS, LP, a Delaware limited partnership By: CNL APF GP, LLC, a Delaware limited liability company, its sole general partner By: /s/ Xxxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxx Its Authorized Signatory USRP (SFGP), LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxx Its Authorized Signatory CNL FUNDING 2000-A, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxx Its Authorized Signatory NET LEASE FUNDING 2005, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxx Its Authorized Signatory CNL RESTAURANT CAPITAL CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxx Its Authorized Signatory
Sample 1
The Seller Parties. Buyer and Gulf Island acknowledge and agree that (i) the Seller Parties will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by the Seller Parties to any Employee in connection with the operation or conduct of the Business prior to or on the Closing Date and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Employee hired by Buyer in connection with the operation or conduct of the Business after the Closing Date.
Sample 1

Related to The Seller Parties

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Liability of the Company and the Master Servicer The Company and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company or the Master Servicer, as applicable, herein.

  • THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer..................................................

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • THE COMPANY AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith. Section 6.02. Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and

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