Individual Sellers. Each Seller's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each of the Sellers (i) are within the powers and authority of each of the Sellers and (ii) do not (A) require any action by or in respect of, or filing with, any Governmental or Regulatory Authority, (B) except as set forth in the Disclosure Schedule, contravene, violate or constitute, with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable any of them or any of their respective properties or any Contract to which any of them or any of their respective properties is bound or subject or (C) result in the creation of any Adverse Claim on any of the Shares.
Individual Sellers. Each Individual Seller, jointly and severally, shall hold harmless and defend ITEC and its successors and assigns from and against any and all Claims related to, caused by or arising from (A) any misrepresentation or breach of warranty set forth in Article IV or failure to fulfill any covenant or agreement of Individual Sellers set forth in this Agreement, or any other misrepresentation, breach of warranty or failure to fulfill a covenant or agreement by the Individual Sellers contained in any agreement or other document delivered pursuant hereto, or (B) any and all Claims of third parties made based upon facts alleged that, if true, would have constituted such a misrepresentation, breach or failure.
Individual Sellers. Each Seller that is an individual has the authority to own its Shares and to enter into, execute and deliver this Agreement and the Closing Documents to which it is a party and to complete the transactions contemplated herein.
Individual Sellers. Such Seller (if a natural person) has the legal capacity to (i) execute and deliver this Agreement and the other agreements contemplated hereby to which he is a party, (ii) perform his obligations under this Agreement and such other agreements and (iii) consummate the transactions contemplated by this Agreement.
Individual Sellers. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges that any warranties made by Seller with regard to the Property shall be deemed made only by the individual entity holding title to the applicable portion of the Property [i.e. Hanover holds the fee interest in the Richmond Property and Vxxxxxx holds the fee interest in the Vxxxxxx Property].
Individual Sellers. Individual Sellers hereby agree to sell and transfer all of their ownership in the Company consisting of 67% of the total ownership of the Company’s issued and outstanding common stock to Purchaser in exchange for Eight Million Dollars ($8,000,000) (the “Individual Sellers Purchase Price”).
Individual Sellers. 12.1 The Individual Sellers shall (to the extent they have lifetime allowance available in respect of entrepreneur’s relief) properly claim entrepreneur’s relief in relation to the disposal of the Sale Shares in their personal tax returns for the period in which Closing occurs (“Tax Return”).
