Examples of Seller Group Entities in a sentence
For the avoidance of doubt, Seller and Purchaser agree that (a) Seller and the Seller Group Entities shall be solely responsible for the Excluded Liabilities, and (b) the Company shall be solely responsible for the Assumed Liabilities and any other Liabilities incident to, arising out of, related to, in connection with or attributable to the ownership or operation of the Business or Assets after the Closing.
Such code of conduct shall be satisfactory to Purchaser, acting reasonably and approved by the board of directors of Seller and the other Seller Group Entities (the “Code of Conduct”).
The Purchasers agree to indemnify and save the Seller Group Entities and their respective directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of the actions of the Purchasers or their representatives or agents during any such visit except to the extent that such Losses arise from the gross negligence or wilful misconduct of such indemnified persons.
The Parties acknowledge and agree that, if, as a result of any Insolvency Event of Default affecting any Seller PSA Entity, a Governmental Authority of competent jurisdiction permits such Seller PSA Entity to repudiate its obligations under this Agreement, such repudiation will not affect the obligations of the other Seller Group Entities, and this Agreement will remain in full force with respect to the other Seller Group Entities.
After the Closing, Purchaser shall cause the Company and the relevant Company Group Entities to use their respective best efforts to operate their respective businesses independently from Seller and the other Seller Group Entities from a systems and business process perspective.
The Purchasers may, but shall not be required to, share among themselves any information they may have from time to time concerning the Seller Group Entities whether or not such information is confidential, provided that any Confidential Information so shared will remain subject to the terms and conditions of Article 22.
Each of the Seller Group Entities, jointly and severally, represents and warrants to the Purchaser as follows and acknowledges that the Purchasers are relying upon such representations and warranties in connection with the entering into of this Agreement.
Each of the Purchasers represents and warrants to the Seller Group Entities as follows and acknowledges that the Seller Group Entities are relying upon such representations and warranties in connection with the entering into of this Agreement.
Each of the Seller Group Entities shall at all times do or cause to be done all things necessary to maintain its corporate or other entity existence and to obtain and, once obtained, maintain all Authorizations necessary to carry on its Business and own its assets in each jurisdiction in which it carries on its Business or in which its assets are located.
Following the termination of the Credit Agreement, the Purchasers shall, in connection with the entry by a Seller Group Entity into Permitted Senior Debt, at the request, cost and expense of the Seller Group Entities, agree to subordinate the Security in favour of security being granted to the lenders under such Permitted Senior Debt, subject to the entry into an intercreditor agreement, satisfactory to the Purchasers’ Agent, acting reasonably.