COMPANY AND THE SELLERS Sample Clauses

COMPANY AND THE SELLERS. The obligation of the Company and the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or prior to the Closing Date of each of the following conditions (any of which may be waived in writing by the Company or the Sellers in their sole discretion):
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COMPANY AND THE SELLERS. COVENANTS AND AGREEMENTS 49 5.1 Conduct of the Business 49 5.2 Conditions 50 5.3 Exclusive Dealing 50 5.4 Access to Books and Records 51 5.5 Related Party Contracts 51 5.6 Confidentiality 51 5.7 Termination of the 401(k) Plan 52 5.8 Section 280G 52 5.9 R&W Insurance Policy 52 5.10 Dissolution of MHM 52 5.11 Group Health Plan 52 ARTICLE 6 BUYER COVENANTS AND AGREEMENTS 53 6.1 Make Records Available 53 6.2 Confidentiality 53 6.3 Director and Officer Liability and Indemnification 53 6.4 Conditions 54 6.5 Contact with Customers, Suppliers, and Other Business Relations 54 6.6 R&W Insurance 54 6.7 Employee Matters 54 6.8 Removal from Guaranties 54 6.9 Group Health Plan 55 ARTICLE 7 MUTUAL COVENANTS AND AGREEMENTS 55 7.1 Nondisclosure; Publicity 55 7.2 Regulatory Compliance 55 7.3 Further Assurances 56 ARTICLE 8 TERMINATION 57 8.1 Termination 57 8.2 Effect of Termination 57 ARTICLE 9 TAX MATTERS 58 9.1 Transfer Taxes 58 9.2 Preparation of Tax Returns 58 9.3 Straddle Periods 59 9.4 Tax Contests 59 9.5 Cooperation 60 9.6 Termination of Tax-Sharing Agreements 60 ARTICLE 10 INDEMNIFICATION 60 10.1 Indemnification of Buyer 60 10.2 Indemnification of the Sellers 62 10.3 Limitations on Indemnification 62 10.4 Survival 65 10.5 Indemnification Procedures 65 10.6 Escrow Release 67 10.7 Exclusive Remedy 67 ARTICLE 11 MISCELLANEOUS 67 11.1 Notices 67 11.2 Expenses 69 11.3 Entire Agreement 69 11.4 Governing Law; Dispute Resolution, Jurisdiction and Venue 69 11.5 Severability 69 11.6 Amendments 70 11.7 Extension of Time; Waiver 70 11.8 Counterparts 70 11.9 Successors and Assigns 70 11.10 Third-Party Beneficiaries 70 11.11 Construction 71 11.12 Waiver of Jury Trial 71 11.13 Specific Performance; Remedies Not Exclusive 71 11.14 The Sellers’ Representative 72 11.15 Releases 74 11.16 Conflict Waiver; Attorney-Client Privilege 75 EXHIBITS Exhibit A: Estimated Closing Statement Exhibit B: Escrow Agreement Exhibit C: Form of Restrictive Covenant Agreement ANNEX Annex I: Payment Spreadsheet Annex II: Defined Terms STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of October, 2020, by and among Paladina DPC Holding Co., LLC, a Delaware limited liability company (“Buyer”), Paladina Health Holdings, LLC, a Delaware limited liability company (“Parent”), Healthstat, Inc., a North Carolina corporation (the “Company”), Healthstat Wellness, Inc., a California professional medical corporation (“HSW”), Dr. Xxxxxx Xxxx Xxxx (“Se...
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COMPANY AND THE SELLERS. Each of the Target Companies and each Seller recognize and acknowledge that it has in the past, currently has, and in the future may have, access to (a) certain information about the Target Companies including lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the Target Companies and (b) certain information about Parent and its Subsidiaries. The Company and each Seller agrees that it will not use such information or disclose such information to any Person for any purpose or reason whatsoever, except as authorized by Parent, unless, in each case, (i) such information is or becomes known to the public generally through no fault of a Target Company or a Seller, (ii) the Company or such Seller is required by applicable Legal Requirements to disclose such information, or (iii) such information is of a type or nature which a Target Company discloses in the Ordinary Course of Business and such information is disclosed in the Ordinary Course of Business; provided, however, that nothing in this Section 12.1 shall -------- ------- be construed as prohibiting Enterprise from using certain non-proprietary information relating to the Company solely in the assessment and identification of future investment opportunities. If a Target Company or any Seller is requested to provide such information pursuant to any applicable Legal Requirements, the Company or such Seller shall notify Parent as promptly as possible and shall allow Parent the opportunity to oppose such request. In the event of a breach or threatened breach by the Company or any Seller of the provisions of this Section, Parent and Buyer shall be entitled to seek an injunction without posting bond restraining such Seller from disclosing, in whole or in part, such information. Nothing contained herein shall be construed as prohibiting Parent and Buyer from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
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Related to COMPANY AND THE SELLERS

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • THE COMPANY AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Further Agreements of the Company and the Underwriters (a) The Company agrees:

  • RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  • Liability of the Company and the Master Servicer The Company and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company or the Master Servicer, as applicable, herein.

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

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