The Sellers Sample Clauses

The Sellers. (i) When any particular Seller (as opposed to the Sellers as a group) makes a representation, warranty, or covenant herein, then that representation, warranty, or covenant will be referred to herein as the "Several" obligation of such Sellers. This means that the particular Seller making the representation, warranty, or covenant will be solely responsible for any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any breach thereof. The covenants of each of Sellers in Sections 2(a) and 6(h) above concerning the sale of his Shares to Buyer and the representations and warranties of each of the Sellers in Section 3(a) above concerning the transaction are the Several obligations of the Sellers. (ii) When the Sellers as a group make a representation, warranty, or covenant herein, then that representation, warranty, or covenant will be referred to herein as the "JOINT AND SEVERAL" obligation of the Sellers. This means that each Seller will be responsible for the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any breach thereof subject, however, to the limitation of liabilities set forth in Section 8 hereof. The representations and warranties of the Sellers in Section 4 above concerning Target are examples of Joint and Several obligations.

The Sellers. Section 14.01 Additional Indemnification by the Sellers; Third Party Claims...................................................... Section 14.02 Merger or Consolidation of a Seller..........................

The Sellers. (a) (1). Each of the Sellers is a corporation, sociedad anonima or limited liability company duly organized and validly existing under the Laws of the jurisdiction of its incorporation or organization. (a) (2). This Agreement is a valid obligation, binding on each of the Sellers, and is enforceable against each of them pursuant to the terms and conditions hereof. Each Additional Agreement to which any Seller is a party will, at the Closing, have been duly signed and executed by each of the Sellers and will be a valid obligation, binding on and enforceable against each of them pursuant to the terms thereof.

The Sellers. 2.1 Each Seller, if that Seller is an entity, is duly organized, formed or incorporated (as applicable), validly existing and in good standing (if applicable) under the Laws of its jurisdiction of organization, formation or incorporation and has all power and authority to carry on its business as now being conducted. 2.2 Each Seller has, as applicable, the legal capacity or in respect of a limited liability company or corporate, as applicable, power and authority to execute and deliver this Agreement and each of the Transaction Documents to which that Seller is a party, and to perform that Seller’s obligations hereunder and thereunder. The execution, delivery and performance by that Seller of this Agreement and each of the Transaction Documents to which that Seller is a party, and the consummation by that Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all required action on the part of that Seller, and no other action on the part of that Seller is necessary to authorize the execution and delivery of this Agreement and each of the Transaction Documents to which that Seller is a party by that Xxxxxx, the performance by that Seller of its obligations hereunder or thereunder or the consummation by that Seller of the transactions contemplated hereby or thereby. 2.3 This Agreement and each of the Transaction Documents to which that Seller is a party, when executed and delivered by the other parties hereto and thereto (assuming the due authority, execution and delivery each such other party, as applicable), constitutes (or will constitute) a valid and legally binding obligation of that Seller, as applicable, enforceable against that Seller, as applicable, in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity). 2.4 Except as set forth in the Disclosure Letter (the “Seller Regulatory Approvals”), no Governmental Authorization or filing is required to be obtained by that Seller from, or to be given by that Seller to, or made by that Seller with, any Authority or securities exchange, as a result of the execution, delivery or performance by that Seller of this Agreem...

The Sellers. EMC will keep in full force and effect its existence, all rights and franchises as a corporation under the laws of the State of its incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement. Master Funding will keep in full force and effect its existence, all rights and franchises as a limited liability company under the laws of the State of its formation and will obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement.

The Sellers. Each Seller, as to itself and not jointly, represents and warrants to the Buyer that the representations and warranties set forth in Sections 4.1 through 4.5 (including without limitation, the representations as to title matters in Section 4.2) of the Stock Purchase Agreement are true and correct as of the date of this Agreement and are incorporated herein; provided that for purposes of this Agreement, reference to the term "Agreement" in the Stock Purchase Agreement shall mean both the Stock Purchase Agreement and this Agreement.

The Sellers. In the case of each Seller as an Indemnifying Party (i) any breach of any representation or warranty made by such Seller in this Agreement or in any certificate required to be delivered under this Agreement; (ii) any breach of any representation or warranty (except with respect to capitalization in Section 5.1.3 and the penultimate sentence of Section 5.1.4) made by the Company in this Agreement or in any certificate required to be delivered under this Agreement; (iii) any breach or violation of any covenant or agreement made by such Seller in this Agreement; (iv) any breach of any representation or warranty with respect to capitalization in Section 5.1.3 or the penultimate sentence of Section 5.1.4 made by the Company in this Agreement; (v) any breach or violation of any covenant or agreement made by the Company in this Agreement to be performed prior to Closing and (vi) any Unpaid Expenses not subtracted from the calculation of Purchase Price pursuant to Section 3.1; provided, however, that for purposes of clauses (i) and (ii), each qualification as to materiality or Material Adverse Effect in the representations and warranties referred to therein shall be ignored; and provided, further, that for purposes of clauses (i) and (ii) only, no representation, warranty, agreement or covenant referred to therein shall be considered to be breached in respect of any single item or event, or series of related items or events, unless the Losses attributable to such single item or event, or series of related items or events, exceed $250,000 in the aggregate. For purpose of this Section 11, all notices to the Sellers as Indemnifying Parties, or otherwise, shall be delivered to the Sellers' Representative.

The Sellers i. are the absolute beneficial owner of the Assets, with good and valid title, free and clear of all encumbrances, except such encumbrances that will be released at or subsequent to the Closing; and ii. are exclusively entitled to possess and dispose of the Assets.

The Sellers. Section 9.01

The Sellers. (a) represent and warrant to the Buyer, in relation to the period from the Effective Date to the date hereof; and (b) undertake to procure, in relation to the period from the date hereof to Closing (included), that except for the Leakages indicated in Annex 4.1 (the “Permitted Leakages”), there has not been any Leakage in the period from the Effective Date to the date hereof and there will not be any Leakage in the period from the date hereof to Closing (included).