Seller Covenants definition

Seller Covenants means the covenants set out in Schedule 7 (Seller Covenants) of the Incorporated Terms Memorandum and given by the Seller;
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Seller Covenants means the following: i. Seller shall transfer of Control of all bank accounts held by the Targets and the Acquired Subsidiaries to Buyer’s control; ii. Seller shall transfer or cooperate with the application process for all state gaming licenses held by the Targets and Acquired Subsidiaries in connection with the change of control to the Buyer; iii. Seller shall provide Buyer with an accounting of all funds due to and from and any deferred revenue between Sports Technologies, LLC, a Minnesota limited liability company (“SXxxx”) and SHGN Acquisition Corp. (“SHGN”), a Delaware corporation and Sharplink, Inc. a Minnesota corporation; iv. Seller shall transfer to Buyer all account registrations or assist with redocumenting the ownership of same as required for the Acquired Subsidiaries or Targets; v. Seller shall assign to Buyer or its Affiliates, or cause the counterparty to consent to, all contracts assumed by Buyer or its Affiliates on or subsequent to Closing based upon change of control provisions; and vi. Seller shall assign to Buyer or its Affiliates all of its intellectual property rights purchased in the Purchase Agreement for the Acquired Subsidiaries or Targets.
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Seller Covenants has the meaning set forth in Section 6.1.
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Examples of Seller Covenants in a sentence

  • Seller Covenants that it will take appropriate actions necessary to protect health, safety and the environment, including, without limitation, in the workplace and during transport and has established an effective program to ensure any suppliers it uses to perform the work called for under this Order will be in compliance with Section 15 of this Order.

  • To the extent Seller engages Seller Personnel to perform work under this Order outside of the U.S., Seller Covenants that it is in compliance with all applicable labor and employment laws, including but not limited to laws governing the authorization to work in the jurisdictions where such work is performed.

  • Seller Covenants that all goods conform with applicable Conformité Européenne (“CE”) directives for goods intended for use in the EU, including those regarding electrical/electronic devices, machinery and pressure vessels/equipment.

  • Seller Covenants that it will review and assess the safety of all goods (and any portion thereof) supplied to Buyer under this Order by conducting a safety risk assessment pursuant to the principles defined in ISO Standard 12100:2010 (Safety of Machinery - General Principles for Design - Risk Assessment and Risk Reduction) and the related guidelines, and that it will adopt the safety measures so identified.

  • Seller Covenants that each chemical substance or hazardous material (any substance or material defined as such, or regulated on the basis of potential impact to safety, health or the environment, pursuant to applicable Law) constituting or contained in the goods is suitable for use and transport and is properly packaged, marked, labelled, documented shipped and/or registered under applicable Law.

  • Seller Covenants that it will take the necessary and appropriate actions and precautions to protect health, safety and the environment, including to prevent any injury to persons, property and/or the environment and has established effective requirements to ensure any members of the Seller Group and any suppliers it uses to perform the work called for under this Order will be in compliance with Section 15 of this Order.

  • Seller Covenants that all sales made hereunder shall be made in circumstances that will not give rise to the imposition of new anti-dumping or countervailing duties under U.S. law (19 U.S.C. § 1671), EU Council Regulation (EC) No. 1225/2009 of November 30, 2009 and Commission Decision No. 2277/96/ECSC of November 28, 1996, or similar laws in such jurisdictions or the law of any other country to which the goods may be exported.

  • Seller Covenants that it shall assume sole responsibility for any waste classified as hazardous or dangerous under applicable Law that it generates in the performance of any services or supply of any goods under this Order, including while at a Site or a Seller Group location, including responsibility for managing such wastes in accordance with applicable Law.

  • To the extent Seller engages employees, representatives, contractors, subcontractors, agents and sub-agents (collectively, “Seller Personnel”) to perform work under this Order in the U.S., Seller Covenants that for all such Seller Personnel it has completed an Employment Eligibility Verification (I-9) Form and all such Seller Personnel are lawfully residing in the U.S. and do not appear on the comprehensive list of terrorists and groups identified by Executive Order of the U.S. Government.

  • Seller Covenants that, if applicable, it will comply with Section 211 of the Energy Reorganization Act, 10 CFR 50.7 (Employee Protection) and 29 CFR 24.2 (Obligations and Prohibited Acts), prohibiting discrimination against employees for engaging in “protected activities”, which include reporting of nuclear safety or quality concerns, and Seller shall immediately inform Buyer of any alleged violations, notice of filing of a complaint or investigation related to any such allegation or complaint.


More Definitions of Seller Covenants

Seller Covenants means the undertakings and covenants on the part of the Sellers under the terms of this Agreement but excludes any Tax Claim;
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Related to Seller Covenants

  • Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Buyer Parties has the meaning set forth in the Preamble.

  • Survival Period has the meaning set forth in Section 11.1.

  • Buyer Group has the meaning set forth in Section 15.1.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Transaction Parties As defined in Section 5.3(o).

  • Survival Date has the meaning set forth in Section 9.1.

  • Seller has the meaning set forth in the Preamble.

  • Seller Parent has the meaning set forth in the Preamble.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Purchaser Default has the meaning set forth in Section 11.2(a).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • (iv) the term eligible recipient’ means an indi- vidual or entity that is eligible to receive a covered loan;

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.