Examples of Designated Seller in a sentence
Purchaser acknowledges that the Designated Seller Representative is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from the Designated Seller Representative to Purchaser and Purchaser agrees that no Designated Seller Representative shall have any liability under this Agreement or in connection with the transactions contemplated hereby.
Any announcements issued by Seller, the Designated Seller Representative, or any of their respective employees, agents, or assigns as of the day of auction shall take precedence over any previously issued announcements or advertising.
Except to the extent a broker acting on behalf of Xxxxx has entered and executed a co-broker agreement with the Designated Seller Representatives set forth in Section 1.1 prior to the auction of the Property giving rise to this Agreement, Xxxxx has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker in connection with this Agreement or the transactions contemplated hereby.
Whenever a representation is qualified by the phrase “to the best of Seller’s knowledge”, or by words of similar import, the accuracy of such representation shall be based solely on the actual (as opposed to constructive or imputed) knowledge of the Designated Seller Representative, without independent investigation or inquiry.
The aggregate purchase price payable by the Designated Buyer Subsidiary to the Designated Seller Subsidiary for the Shares (the “Purchase Price”) shall be an amount equal to (a) the Closing Payment (as determined in accordance with Section 2.3(d)), (b) plus the Buyer Stock Consideration, (c) plus the amount in cash, if any, payable by Buyer to Seller pursuant to Section 2.4(c) or (d) minus the amount in cash, if any, payable by Seller to Buyer pursuant to Section 2.4(c).