Examples of Remaining Sellers in a sentence
Prior to the Initial Closing Date or any Subsequent Closing Date, as the case may be, the Buyer will provide to the Required Sellers or the Remaining Sellers, as the case may be, to the extent possible, an appropriate certificate of no tax due from each applicable taxing authority.
Except as otherwise provided expressly herein, after the Initial Closing and prior to the last Subsequent Closing neither the Buyer nor any Remaining Seller shall enter into any amendment to or termination of the Joint Ownership Agreement (including billing practices thereunder) without the prior written consent of each of the Remaining Sellers and the Buyer.
After the Closing Date, unless permitted under the License Agreement, Purchaser shall procure that neither it nor any of its Affiliates or any Target Company will use, or permit any third party to use, any name, trade name, trademark, Internet domain name or logo of the Remaining Seller's Group ("Seller's Marks") or any other name or mark confusingly similar thereto or indicating that the Seller or any of its Affiliates, including any Target Company, is part of the Remaining Seller's Group.
The Remaining Purchasers and the Remaining Sellers each acknowledge, stipulate and agree that delivery of an executed copy of this Amendment via facsimile or electronic transmission shall be valid, binding and enforceable against the Remaining Purchasers and the Remaining Sellers, respectively, to the same extent as an original bearing its signature, and no original thereof shall be required as a condition of its validity or enforceability.
Subject to the Closing, Seller shall indemnify and hold harmless Purchaser from any Loss of the Target Companies resulting from any joint, joint or several, or secondary liability (Haftung) for any obligation or liability (i) of a member of the Remaining Seller's Group or (ii) allocated to the Remaining Seller's Group as part of the Carve-Out Measures.
If the Sellers fail to pay their share of the fees and expenses within 30 days of the date that the Independent Accountants issue their determination, then the Buyers shall be permitted to set off the Sellers’ share of the fees against any amounts due the Sellers or Remaining Sellers under the terms of this Agreement or the Transaction Documents.
Except as otherwise provided expressly ------------------------- herein, after the Initial Closing and prior to the last Subsequent Closing neither the Buyer nor any Remaining Seller shall enter into any amendment to or termination of the Joint Ownership Agreement (including billing practices thereunder) without the prior written consent of each of the Remaining Sellers and the Buyer.
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Each of the Remaining Sellers has the full power and authority to enter into and perform each of the Transaction Documents to which it is a party and each of the Transaction Documents constitutes or will, when executed, constitute binding obligations on him/her/it in accordance with their terms, subject to any principles of equity or insolvency law.
Purchaser shall indemnify and hold harmless Remaining Seller's Group and, prior to Closing, the Target Companies from any Loss resulting from Seller's support under Section 18.3.1.