By Seller and Shareholders Sample Clauses

By Seller and Shareholders. For a period of three (3) years after the Closing Date, the Seller shall, and the Shareholders shall and shall cause the Seller to, maintain all Books and Records possessed or to be possessed by any or all of the Seller and the Shareholders that relate to the Business prior to the Closing Date. The Seller shall, and the Shareholders shall and shall cause the Seller to, permit the Purchaser or Parent, or their representatives and agents access, at the Purchaser's sole cost and expense, to all of such Books and Records upon reasonable prior written notice for any reasonable business purpose.
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By Seller and Shareholders. Seller and Shareholders shall not, for a period of five (5) years following the Closing, without the prior written consent of Buyer, directly or indirectly induce or attempt to induce any employee, agent, consultant, representative, supplier, or customer of Buyer or any of its affiliated companies to terminate its relationship with Buyer or such affiliate, or otherwise interfere with a relationship between Buyer or such an affiliate and any of their employees, agents, consultants, representatives, suppliers, or customers. Notwithstanding the foregoing, the contemporaneous employment of Davix Xxxxxxxxx xxx Robexx X. Xxxxxx, XXI by Buyer (or its affiliates) and the Shareholder Affiliates or any entity hereafter organized for purposes of owning and/or operating businesses of a character permitted to be owned and operated under Subsections (B) and (C) of Section 8.2 shall not be deemed in contravention hereof.
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By Seller and Shareholders. From and for a period of one (1) year after the Closing Date (unless a different time period or survival period is specifically stated for the enforceability of any particular promise, covenant, representation or warranty herein in which case said time period shall apply to this indemnity obligation for any breach of said promise, covenant, representation or warranty), Seller and the Shareholders (the “Indemnifying Parties”) shall indemnify and hold Buyer and its Affiliates (the “Indemnified Parties”) harmless from and against, and shall reimburse the Indemnified Parties for, any and all Losses arising out of or in connection with:
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By Seller and Shareholders. Seller and Shareholders jointly and severally agree to save, defend and indemnify Buyer against and hold it harmless from any and all claims, liabilities, losses, damages, deficiencies, costs and expenses, of every kind, nature and description, fixed or contingent (including, without limitation, interest, penalties and counsel’s fees and expenses in connection with any action, claim or proceeding relating thereto or seeking enforcement of a party’s obligations hereunder) (“Losses”), asserted against, resulting to, imposed upon or incurred by Buyer, directly or indirectly, arising out of (i) any breach of any representation, warranty, covenant or agreement made by Seller or Shareholders under this Agreement or the Stock Purchase Agreement, or (ii) any Retained Liability, or (iii) any Environmental Claim; provided, however, that Seller and Shareholders shall not have any obligation to indemnify Buyer from and against any net Losses arising from breaches described in (i) above or product returns for products delivered before Closing but returned by customers after Closing (the “Product Returns”), until Buyer has suffered aggregate net Losses by reason of all such breaches or Product Returns (excluding de Minimis Claims as hereinafter defined) in excess of $50,000 (the “Excess”), in which event Buyer shall be entitled to indemnification only for the amount of the Excess, and (B) in no event shall the aggregate of Seller’s or Shareholders’ indemnification payments with respect to breaches described in (i) above exceed $5,000,000, and (C) indemnification claims with respect to the representations and warranties contained in Article III hereof must be made by Buyer within the survival period therefor specified in Section 11.06 hereof. The foregoing limitations shall not apply with respect to any Losses arising out of any Retained Liability or any third party claim, unless with respect to net Losses arising from Product Returns or to any obligations under the Stock Purchase Agreement. For purposes hereof, “de Minimis Claims” shall mean any indemnification claim for which the amount of Losses claimed is less than $2,000 (providing that any series of claims arising from the same or substantially similar facts or circumstances shall be treated as one claim for such determination).
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By Seller and Shareholders. Subject to Section 9.9(d), Seller and each Shareholder shall, jointly and severally, from and after the Closing, indemnify and save Buyer harmless on an after-tax basis from and against any and all claims, costs, damages, liability or expense, including reasonable attorneys' fees, actually incurred, net of any resulting income tax benefits realized by Buyer, arising out of (i) any nonfulfillment, breach, default or inaccuracy of any agreement, covenant, representation, warranty or obligation of Seller or Shareholders under this Agreement, or any schedule, certificate or exhibit or other instrument furnished to Buyer; (ii) any liabilities or obligations of Seller not expressly assumed by Buyer in Schedule 2.2(a); (iii) all liabilities and obligations of or claims against Seller not expressly disclosed by Seller in this Agreement or its Schedules, including any liability under any applicable bulk sales law; and (iv) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to any of the foregoing. Buyer shall have the right of offset against obligations to Seller and/or Shareholders to the extent Sellers and/or Shareholders are required to indemnify.
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Related to By Seller and Shareholders

  • Seller and Buyer May Affirm or Terminate Without limiting any other right or remedy of the parties including those under this contract or any right at law or in equity, if the Seller or Buyer, as the case may be, fails to comply with an Essential Term, or makes a fundamental breach of an intermediate term, the Seller (in the case of the Buyer’s default) or the Buyer (in the case of the Seller’s default) may affirm or terminate this contract.

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C THEMAVEN, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Covenants of Buyer and Seller Buyer and Seller agree that:

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • Certificate of Selling Stockholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Stockholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Stockholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

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