Examples of Remaining Sellers in a sentence
Prior to the Initial Closing Date or any Subsequent Closing Date, as the case may be, the Buyer will provide to the Required Sellers or the Remaining Sellers, as the case may be, to the extent possible, an appropriate certificate of no tax due from each applicable taxing authority.
Except as otherwise provided expressly herein, after the Initial Closing and prior to the last Subsequent Closing neither the Buyer nor any Remaining Seller shall enter into any amendment to or termination of the Joint Ownership Agreement (including billing practices thereunder) without the prior written consent of each of the Remaining Sellers and the Buyer.
In the case of such sale, the Selling Shareholders undertake to do their best in order to cause a situation that there will be no mutual liability (as distinct from personal liability) between them and the Remaining Sellers, vis-à-vis the third party who purchased shares as aforesaid, and that the Remaining Sellers will not be called upon to make any representations or give an indemnity regarding the relationship of CaesarStone and Sdot-Yam.
In the event that, notwithstanding the foregoing, the aforesaid mutual liability does apply, the Selling Shareholders and the Remaining Sellers will sign a document of reciprocal indemnity in respect of such liability.
The Remaining Purchasers and the Remaining Sellers each acknowledge, stipulate and agree that delivery of an executed copy of this Amendment via facsimile or electronic transmission shall be valid, binding and enforceable against the Remaining Purchasers and the Remaining Sellers, respectively, to the same extent as an original bearing its signature, and no original thereof shall be required as a condition of its validity or enforceability.
Each of the Remaining Sellers warrants severally and individually to the Purchaser that each of the statements set out in schedule 4 will at on exchange and thereafter at all times up to and including Completion be true and accurate in respect of him/her/itself.
Except as otherwise provided expressly ------------------------- herein, after the Initial Closing and prior to the last Subsequent Closing neither the Buyer nor any Remaining Seller shall enter into any amendment to or termination of the Joint Ownership Agreement (including billing practices thereunder) without the prior written consent of each of the Remaining Sellers and the Buyer.
The Remaining Seller's Group Guarantees are set forth on Exhibit 8.2.1 of this Agreement, and the Data Room contains true and correct copies of all Remaining Seller's Group Guarantees.
Without prejudice to Purchaser's rights and remedies explicitly set forth in this Agreement, Xxxxxxxxx agrees to accept the Sold Shares and the Target Companies in the condition they are in on the Closing Date, based upon its own inspection, examination and determination with respect thereto and without reliance upon any information of any nature provided by Seller or by any director, employee, advisor, agent or other representative of the Remaining Seller's Group.
Such agency may be changed by the Remaining Sellers from time to time upon not less than ten (10) calendar days’ prior written notice to Parent.