Examples of Seller Owners in a sentence
For the avoidance of doubt, the provisions of this Section 6.18 shall be several obligations of the Sellers and Seller Owners, and no breach by any Seller or Seller Owner of any of the Restrictive Covenants shall be deemed to be a breach of any of the Restrictive Covenants by any other Seller or Seller Owner.
Notwithstanding the foregoing, the Company shall not be liable for and shall not pay any expenses or fees of more than one counsel for Seller or the Seller Owners or any commissions to be paid in connection with any sale of the Shares by Seller or the Seller Owners.
The Company shall have the right to have one or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed by and conducted through the Seller Owners.
The obligations of the Company hereunder, with respect to the Shares, shall terminate upon the earlier of (i) the date on which all Shares covered by the Registration Statement have been disposed of by Seller and the Seller Owners and (ii) the second anniversary of the Acquisition.
This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Seller and the Seller Owners and to the benefit of their successors and permitted assigns.
Concurrently with the execution and delivery of this Agreement, Seller and Owners, together with the other signatories named therein, shall execute and deliver to PRGX and PRGI the RCI Agreement substantially in the form attached hereto as Exhibit 3.1, together with a disclosure schedule relating to Seller, Owners, the Applicable Assets and the Business pursuant to the terms of the RCI Agreement (the "Disclosure Schedule").
As soon as reasonably practicable after the date hereof and in any event within five (5) business days following the consummation of the Acquisition, the Company shall prepare and file with the SEC a shelf registration statement, relating to the offer and sale by Seller and Seller Owners at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of all the Shares (the "Registration Statement").
Each of the Seller, Owners, Parent and Acquisition Sub shall use its best efforts to (i) take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement.
The Parties agree that, except for the Assumed Liabilities, Seller shall retain and satisfy when due all liabilities of any kind of Seller, the Company or transactions of the Business resulting from any occurrence or set of circumstances or act or omission of Seller, Owners or employees existing prior to or as of the Closing Date ("Retained Liabilities").
All expenses incident to the Company's performance of or compliance with this Agreement will be borne by the Company, including, without limitation, all: (i) registration and filing fees and expenses; (ii) expenses of printing; (iii) fees and expenses of counsel for the Company; and (iv) fees and expenses of one counsel for Seller and the Seller Owners, provided, however, such fees pursuant to this clause (iv) shall not exceed $5,000.