Purchasers and Sellers Sample Clauses

Purchasers and Sellers covenant that they shall promptly after the full execution of this Agreement apply for, diligently pursue, and take all such actions within their reasonable control as are necessary to transfer all Permits (or cause the reissuance in Purchasers’ names of Permits that are non- transferable) necessary to operate the Business as currently conducted and proposed to be conducted. All fees payable in connection with such transfers, and all ordinary course Permit maintenance fees during the period between signing and Closing, shall be paid by Purchasers. Notwithstanding the foregoing, Sellers shall be solely responsible for the costs and fees related to the transfer of Xxxxx County business licenses or other Permits that are not currently held in the name of Sellers to Sellers.
Sample 1
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Purchasers and Sellers hereby confirm that they have freely negotiated the Purchase Price and the allocation thereof among the Sold Interests and believe that such Purchase Price and allocations represents a fair value of the Sold Interests. The Purchase Price is not subject to any adjustment other than any indemnifications to be paid by the Sellers under this Agreement. Subject to the foregoing, each of Purchasers and Sellers hereby waive any rights they may have in respect of renegotiating the Purchase Price, including as a result of any events not known to them as of the date hereof or occurring after the date hereof. The Parties hereby agree to report or cause to be reported, as applicable, the sale and purchase of the Sold Interests for all United States federal, state, local and non-United States Tax purposes in a manner consistent with such Purchase Price (including any adjustments thereto under this Agreement) and such allocation thereof, and not take or cause to be taken, as applicable, any position on any Return or in any Tax Matter that is inconsistent with such Purchase Price (including any adjustments thereto under this Agreement) or such allocation thereof, except as may be required by applicable law, without the consent of 3M or Celanese, as the case may be.
Sample 1
Purchasers and Sellers. (a) Dana shall, and shall cause each of the other Sellers to, make all notifications, applications, and requests necessary to obtain the corporate or other authority, and to comply with all requirements of applicable Law, required to enable such Seller to lawfully enter into and become obligated as a Seller under and subject to the terms and conditions of this Agreement (as to each Seller, the “Seller Authorization”). Dana shall cause such Seller to execute and deliver a counterpart of this Agreement after obtaining the Seller Authorization applicable to such Seller, whereupon such Seller shall become a party hereto effective as of the Closing Date. As provided in Articles VIII and IX, the obligations of Orhan and the other Purchasers, on the one hand, and of Dana and the other Sellers, on the other hand, to consummate the transactions contemplated by this Agreement, are subject to, among other things, all of the Sellers entering into and becoming parties to this Agreement in accordance with this Section 1.1(a).
Sample 1
Purchasers and Sellers acknowledge and agree that except for the representations and warranties made by the Purchasers and Sellers in this Agreement, (i) none of them have made any representation or warranty (including in any document, financial statements, financial information, projections or forecasts provided in the Intralinks dataroom or otherwise, including management presentations) and no Affiliate of any of them has made any representation or warranty of any kind or character, (ii) the Business Assets are being conveyed on an “AS IS,” “WHERE IS,” and “WITH ALL FAULTS” basis (but subject to the provisions in this Agreement) and (iii) NONE OF THEM ARE MAKING ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR ASSURANCE WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE SALE, ASSIGNMENT OR TRANSFER OF THE BUSINESS ASSETS OR THE TRANSFERRED INTERESTS, THE BUSINESS, THE BUSINESS SUBSIDIARIES, THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, OR ANY MATTER RELATED TO THIS AGREEMENT, NOR ARE SELLERS MAKING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED (BUT SUBJECT TO THE PROVISIONS OF THIS AGREEMENT).
Sample 1

Related to Purchasers and 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:

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • PURCHASERS On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

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

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Closing and Closing Documents 7 4.1 Closing....................................................................................... 7 4.2 Seller's Deliveries........................................................................... 7 4.3 Purchaser's Deliveries........................................................................ 8 4.4 Fees and Expenses; Closing Costs.............................................................. 8 4.5 Adjustments................................................................................... 8 ARTICLE V Miscellaneous.................................................................................. 9

  • 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.

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