Of Sellers Sample Clauses

Of Sellers. Sellers, jointly and severally, represent and warrant to and agree with Buyer, as follows:
Of Sellers. HKS hereby represents and warrants to and agrees with Buyer, without limitation, as set forth in all of sections 5.1.1 through 5.1.29, and the ESOP hereby represents and warrants to and agrees with Buyer (with respect only to the Company, the ESOP and the Shares to be sold hereunder by the ESOP) as set forth in sections 5.1.3, 5.1.6 and 5.1.7:
Of Sellers. Except as set forth in the Disclosure Schedule which is being delivered to Buyer concurrently herewith (the “Seller Disclosure Schedule”) (it being agreed that disclosure of any item in any section of the Seller Disclosure Schedule (whether or not an explicit cross-reference appears) shall be deemed to be disclosure with respect to any other section of the Seller Disclosure Schedule and any other representation or warranty made elsewhere in Article IV, in either case, to which the relevance of such item is reasonably apparent), each Seller severally and not jointly (provided, that the foregoing shall not limit Buyer’s remedies following the Closing set forth in Section 10.2) represents and warrants to Buyer and Parent as follows:
Of Sellers. Each Seller represents and warrants to Purchaser that such Seller has good and valid title to the Securities sold by such Seller hereunder free and clear of any lien, encumbrance or other adverse claim (other than as set forth in the Investment Agreement, dated as of October 10, 1995, by and among Highlands, Haliburton Company, a Delaware corporation, IP and IPB) and Purchaser will acquire good and valid title to such Securities free and clear of any lien, encumbrance or other adverse claim (except any restrictions imposed by the IP Pledge Agreement, the IP Note, the IPB Pledge Agreement or the IPB Note (each as defined below), or federal or state securities laws).
Of Sellers. In the event of a Purchaser Default, Sellers shall, as their sole and exclusive remedy hereunder, have the right to terminate this Agreement and receive the Deposit and such payment shall constitute and be liquidated and agreed damages, whereupon the parties hereto shall be relieved of any further liability or obligation to each other, it being expressly understood that the receipt by Sellers of such monies shall be the sole and exclusive right and remedy of Sellers and constitutes a fair and reasonable amount for the damage sustained by Sellers by reason of Purchaser's breach of this Agreement. Sellers hereby waive and release any right to seek specific performance against Purchaser.
Of Sellers. Sellers hereby represent and warrant to Buyer, jointly and severally and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows.
Of Sellers. Arnold "Jed" Miesner Shares Owned of Seller: 1 00% AEOG Disclosure Schedule 20 JILP and SELLERS' Disclosure Schedule

Related to Of Sellers

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

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • By Sellers Sellers shall indemnify, defend, save and hold ---------- harmless Buyer, its Affiliates and subsidiaries (including the Company from and after the Effective Date), and its and their respective Representatives, from and against any and all claims, damages, costs, losses (including without limitation diminution in value), Taxes, liabilities, judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, reasonable attorneys' fees, experts' fees and all amounts paid in investigation, defense, audit or settlement of any of the foregoing to the extent not covered by insurance (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by the Company or Sellers in or pursuant to this Agreement; (ii) any breach of any covenant or agreement made by the Company or Sellers in or pursuant to this Agreement; (iii) any Post Closing Environmental Liability; (iv) any liability arising from any other cause, including without limitation any liabilities arising (on a date of occurrence basis or otherwise) on or prior to the Effective Date relating to operation of the business of the Company or ownership or lease of its assets, including without limitation, with respect to environmental and tax matters which has not been adequately reserved for on the Effective Date Balance Sheet; or (v) any Claim or contingent liability disclosed in any schedule of the Company or Sellers to this Agreement. For purposes of this Section 10.2 "Post Closing Environmental Liability" shall mean any liability imposed on Buyer or the Company arising out of or related to events occurring on or after the Closing Date and prior to the completion of all Required Remediation in accordance with Section 7.3 hereof, and resulting from any Environmental Condition described in the Environmental Assessments, but excluding any liability to the extent such liability results from the negligent acts or willful misconduct of Buyer or its Representatives.

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Buyers BANK USD: Bank name: Nordea Bank Norge ASA Swift Code: NDEANOKK IBAN: NO0660190443909

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and Shareholders represent and warrant to Purchaser that the statements contained in this Article III are true, correct and complete as of the date of this Agreement and will, except as otherwise expressly provided in this Agreement be true, correct and complete on the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement) as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.