The Sellers Sample Clauses
The "THE SELLERS" clause defines who the sellers are in the context of the agreement, typically identifying the individuals or entities transferring ownership of goods, property, or rights. This clause usually lists the names, addresses, and relevant details of all parties considered as sellers, ensuring there is no ambiguity about who is responsible for fulfilling the seller's obligations under the contract. By clearly specifying the sellers, this clause ensures accountability and helps prevent disputes regarding the identity of the parties involved in the transaction.
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The Sellers. (i) When any particular Seller (as opposed to the Sellers as a group) makes a representation, warranty, or covenant herein, then that representation, warranty, or covenant will be referred to herein as the "SEVERAL" obligation of that Seller. This means that the particular Seller making the representation, warranty, or covenant will be solely responsible for any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any breach thereof. The covenants of each of the Sellers in Section 2(a) above concerning the sale of his or her Shares to the Buyer and the representations and warranties of each of the Sellers in Section 3(a) above concerning the transaction are the Several obligations of the Sellers.
(ii) When the Sellers as a group make a representation, warranty, or covenant herein, then that representation, warranty, or covenant will be referred to herein as the "JOINT AND SEVERAL" obligation of the Sellers. This means that each Seller will be responsible for his or her pro-rata Share of the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any breach thereof. The representations and warranties of the Sellers in Section 4 above concerning the Targets are examples of Joint and Several obligations.
The Sellers. (a) (1). Each of the Sellers is a corporation, sociedad anonima or limited liability company duly organized and validly existing under the Laws of the jurisdiction of its incorporation or organization.
(a) (2). This Agreement is a valid obligation, binding on each of the Sellers, and is enforceable against each of them pursuant to the terms and conditions hereof. Each Additional Agreement to which any Seller is a party will, at the Closing, have been duly signed and executed by each of the Sellers and will be a valid obligation, binding on and enforceable against each of them pursuant to the terms thereof.
The Sellers. The Sellers recognize and acknowledge that they had in the past, currently have, and in the future may have, access to certain confidential information relating to the Business and/or the Purchaser, Parent or Old ACG, such as operational policies, and pricing and cost policies that are valuable, special and unique assets related to the Business and/or the Purchaser, Parent or Old ACG. The Sellers agree that they will not disclose such confidential information to any Person for any purpose or reason whatsoever, except (i) to authorized representatives of the Purchaser, Parent or Old ACG; (ii) following the Closing, such information may be disclosed by the Sellers as is required in the course of performing their duties for the Purchaser, Parent or Old ACG; and (iii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 10.1, unless (w) such information becomes known to the public generally through no fault of the Sellers, (x) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), the Sellers shall give prior written notice thereof to the Parent and provide the Parent with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the Sellers of the provisions of this Section 10.1, the Purchaser or Parent shall be entitled to an injunction restraining the Sellers from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting (1) the Sellers from using information acquired in connection with activities permitted under Section 11 or (2) the Purchaser or Parent from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the above mentioned restrictions on the Sellers' ability to disseminate confidential information with respect to the Business and/or Purchaser, Parent or Old ACG shall become void.
The Sellers. In the case of each Seller as an Indemnifying Party (i) any breach of any representation or warranty made by such Seller in Section 4 of this Agreement; (ii) any breach of any representation or warranty made by the Company in Section 5 of this Agreement (other than Section 5.11) or any breach or violation of any covenant or agreement made by the Company in this Agreement (other than with respect to Taxes which are covered by Section 11.6 hereof) to be performed at or prior to Closing; or (iii) any breach or violation of any covenant or agreement made by such Seller in this Agreement.
The Sellers. Subsection 14.01 Additional Indemnification by the Sellers; Third Party Claims..................................................... Subsection 14.02 Merger or Consolidation of the Seller......................
The Sellers indemnification obligation hereunder shall become effective only when the cumulative amount of individual Losses indemnifiable (i.e. exceeding ITL 50 million) by the Seller pursuant to Section 9.2.1 exceeds ITL 1,000,000,000 (one billion), on the understanding that, if said threshold is exceeded, the Seller shall be liable to pay only the exceeding amount.
The Sellers. (a) represent and warrant to the Buyer, in relation to the period from the Effective Date to the date hereof; and
(b) undertake to procure, in relation to the period from the date hereof to Closing (included), that except for the Leakages indicated in Annex 4.1 (the “Permitted Leakages”), there has not been any Leakage in the period from the Effective Date to the date hereof and there will not be any Leakage in the period from the date hereof to Closing (included).
The Sellers. (i) deliver to the Purchaser the resignation letters of (a) Mr Wan Long, ▇▇ ▇▇▇▇ Shuge, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Pope and Mr ▇▇▇▇▇▇▇ ▇▇▇▇ (the “Resigning Members”) from their position as members, Vice-Chairman and Vice-secretary to the Board of directors of the Company, respectively, and (b) the Resigning Members from their positions as members, Vice-Chairman and Secretary to the Board of directors of Campofrío Food Group, S.A., respectively, a copy of which are attached hereto as Schedule 4.2.2(i); and
(ii) fill and deliver to the Notary Public a D1-B form by virtue of which their divestment in the Company is notified to the Spanish General Directorate for Trade and Investment (Dirección General de Comercio e Inversiones).
The Sellers. EMC will keep in full force and effect its existence, all rights and franchises as a corporation under the laws of the State of its incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement. Master Funding will keep in full force and effect its existence, all rights and franchises as a limited liability company under the laws of the State of its formation and will obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement.
The Sellers. The BUYERS: