Examples of Seller Group Party in a sentence
Since the Reference Date, no Seller Group Party has settled or compromised any suit, claim, action, arbitration, proceeding or investigation (whether filed or threatened) relating to any Seller Group Company.
There are no outstanding claims, accounts payable or receivable, intercompany loans, Indebtedness, or other Liabilities, between Seller or any Affiliate of Seller that is not contemplated to be conveyed to Parent pursuant to this Agreement, on the one hand, and any Seller Group Party that is contemplated to be conveyed to Parent pursuant to this Agreement, on the other hand.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Seller Group Party.
If, prior to January 1, 2014, any Seller Group Party has not complied in all material respects with all Laws, then either (a) any such non-compliance has been addressed and resolved in all material respects or (b) any such non-compliance would not be reasonably likely to result in a Seller Material Adverse Effect.
Neither Seller nor any Seller Group Company shall sell, transfer, assign or hypothecate any securities or other ownership interests beneficially owned by any Seller Group Party in any other Seller Group Party (except to Parent pursuant to the terms hereof) without the prior written consent of Parent.
No Seller Group Party that is not contemplated to be conveyed to Parent pursuant to this Agreement is a participant in any transaction or party to any Contract to which any Seller Group Party that is contemplated to be conveyed to Parent pursuant to this Agreement is a party.
None of Seller or any Affiliate of Seller that is not contemplated to be conveyed to Parent pursuant to this Agreement conducts any business, directly or indirectly, through any Seller Group Party that is contemplated to be conveyed to Parent pursuant to this Agreement.