The Sellers and the Buyer Sample Clauses

The Sellers and the Buyer shall work together with each other in good faith and acting reasonably to establish and implement plans for the long term separation of the Shared Properties, including using reasonable endeavours to agree: (i) the form of all documents on Property Agreed Terms necessary for any underlease of the Separated Property (if this is the approach agreed between the Sellers and the Buyer) and the documentation of such rights as are reasonably required for the ongoing use for the purposes of the InfraCo Business and the RemainCo Business; and (ii) arrangements for physical operation of the Shared Properties prior to the completion of the Separation Works.
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The Sellers and the Buyer shall use all reasonable endeavours to procure that the provisions of section 49 and Article 5
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The Sellers and the Buyer shall treat as confidential and not disclose the provisions of this Agreement and any agreement entered into pursuant to this Agreement. Prior to Closing , the Buyer shall treat as confidential and not disclose or use information received or obtained in respect of the Sellers. From and after Closing, the Buyer shall treat as confidential and not disclose or use information received or obtained in respect of the Sellers (other than the Target Group and other than in respect of the subject matter of this Agreement). From and after Closing, the Sellers shall treat as confidential and not disclose or use information received or obtained in respect of the Buyer and the Target Group; provided, however, that the Sellers shall be permitted to use financial information regarding the Target Group to the extent required for normal financial reporting purposes.
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The Sellers and the Buyer shall provide or ensure the provision to each other of information and assistance which may reasonably be required to prepare, submit and agree all Tax computations, documents or correspondence in each case relating to the Pre-Completion Accounting Periods.
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The Sellers and the Buyer shall use all reasonable endeavours (so far as lies within their respective powers) to procure that the Conditions in Schedule 3 (Conditions) are satisfied as soon as practicable and in any event no later than 6.00 pm: (a) on the fifteenth business date following the approval of this transaction and agreement by the Buyer's shareholders at a meeting called for that purpose ("SHAREHOLDER APPROVAL DATE"); (b) should Shareholder Approval not be required, on a date which is forty-five days from the execution date of this agreement; or (c) at such later time and date as may be agreed in writing by the Sellers and the Buyer.
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Related to The Sellers and the Buyer

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

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

  • 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”).

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • The Buyer 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 (the "Code") (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; or

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • 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

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

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

  • 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..................................................

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