Examples of Main Seller in a sentence
The Indemnity Escrow Shares shall serve as the sole and exclusive source of payment of the obligations of the Sellers under Section 2.5(d) and the obligations of the Indemnitors pursuant to Article IX (other than with respect to (A) Fraud Claims or (B) any indemnification claims for breach of any Company and Seller Fundamental Representations, for which the Main Seller shall be solely responsible).
Except as set forth in Exhibit 7.20(a)-4 hereto no former or current employee of any Company, no Main Seller, and no third party has any Intellectual Property right or other right in or to any part of the EPS Software.
Except as set forth in Exhibit 7.5 hereto, no consent, approval, or authorization of any Person (“Third Person Consent”) is required in connection with the execution, delivery, or performance of this Agreement or the other agreements, documents, and instruments contemplated herein by any Main Seller or any of the Companies or the continuation of the Business by Purchaser and the Companies following the execution hereof and the date hereof.
Except as set forth in Exhibits 7.20 through 7.22 hereto, no former or current employee of the Companies, and no Main Seller owns or has any rights in or to any item of the EPS Intellectual Property.
Notwithstanding the foregoing, and for sake of clarity, Losses recoverable from the Escrow Account pursuant to the terms of this Agreement shall be recovered by the Purchaser on an undifferentiated basis, without regard to the responsibility of any Main Seller for such Losses or the amount of any proceeds received by such Main Seller as a result of the Transactions contemplated hereby.
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxx, XX 00000, Xxxxxx Xxxxxx Email: xxxxxxx.xxxx@xxxxxxx.xxx if to a Main Seller individually, to the address set below their name on the signature pages hereto.
In no event shall Purchaser indemnify any Main Seller for, or have any liability relating to, the Cheetah Shares delivered to a Main Seller pursuant to this Agreement.
No Action shall have been commenced or threatened by or before any Governmental Entity against Main Sellers or Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated hereby which is likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement; provided, however, that the provisions of this Section 7.3(b) shall not apply if the Company, any of its Subsidiaries or any Main Seller has solicited or encouraged any such Action.
Such Main Seller who is a natural person has all requisite power, authority and capacity (capacité) to execute and deliver this Agreement and to consummate the Transactions.
As used herein, the term “Cap” shall mean the total aggregate amount of Fifteen Million Dollars ($15,000,000) and shall include any claims Purchaser has against 777 Main Seller under the 000 Xxxx Xxxxxxxx.