Rights of Sellers Sample Clauses

Rights of Sellers. The provisions of this article VI (other than art. VI.F) shall apply mutatis mutandis to any claims of Sellers against Purchasers; provided, however, that any payments of Purchasers under this Agreement shall be limited to EUR in total.
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Rights of Sellers. If no Woodxxx Xxxckholder delivers a Tag Along Notice with respect to the proposed transfer, the Seller may proceed at any time within 90 days after the date of the Sale Notice to transfer the shares described in the Sale Notice on the Stipulated Terms. If, however, that transfer is not consummated within that time, the Seller may not consummate such a transfer until he has again complied with the terms of Section 1 with respect to the proposed transfer.
Rights of Sellers. In the event that: (1) a "controlling interest" in the capital stock of RMC is sold in a single transaction or a group of related transactions to one or more buyers acting in concert; (2) RMC sells all or substantially all of its assets; or (3) RMC is a party to any corporate merger or consolidation resulting in one or more parties acting in concert who did not previously hold a "controlling interest" in the capital stock of RMC, owning a controlling interest in RMC or its successor entity (each such event constitutes a "change in control"), each Seller shall have the right, if exercised within 12 months of the later of (i) the date Sellers are advised of the change of control by the Buyer, or (ii) the effective date of the change in control, to require RMC to purchase such Seller's remaining shares in accordance with the purchase price applicable to a purchase pursuant to the options granted in Paragraph 4 above, with the Triggering Event being the effective date of a change in control described herein, or at their option reacquire all RDA shares pursuant to subparagraph 7A(c) below. A Closing on the purchase of shares shall occur within 90 days of Sellers' exercise of either of the options of this Paragraph 7A(a).
Rights of Sellers. Subject to Section 6.4 hereof, after the Closing, Buyer shall indemnify, defend and hold harmless Sellers from and against any and all Claims asserted against, imposed upon or incurred by any of them (A) which they would not have suffered or incurred if (i) all of the representations and warranties of Buyer contained herein, in the Schedules or in any ancillary certificates or other documents, agreements or instruments furnished by Buyer pursuant hereto or in connection with the consummation of the transactions contemplated hereby or any exhibit or schedule thereto had been true, correct and complete on the Closing Date or if Buyer had timely performed all of its obligations and liabilities under this Agreement or (ii) all of the conditions contained in Section 2.2.2 had been timely fulfilled.

Related to Rights of Sellers

  • Covenants of Sellers Sellers covenant and agree as follows:

  • THE CONTRACTS (RIGHTS OF THIRD PARTIES ACT 1999

  • Warranties of Seller With respect to each Transaction, Seller represents and warrants to Buyer on the Trade Date for each Product that such Product complies with any Applicable Program for which the Product is specified as so complying in the Product Order, and on the Delivery Date for each Product that: (i) Seller has good and marketable title to such Product; (ii) Seller has not sold the Product or any Environmental Attribute of the Product to be transferred to Buyer to any other person or entity;

  • Liability of Seller Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

  • Contracts (Rights of Third Parties ACT 1999 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Rights of Set-Off With respect to any amount that HHSC in good faith determines should be reimbursed to it or is otherwise payable to it by the MA Dual SNP pursuant to this Agreement, HHSC may deduct the entire amount owed against the charges otherwise payable or expenses owed to it under this Agreement until such time as the entire amount determined to be owed has been paid. HHSC will provide the MA Dual SNP with written notice of and supporting information concerning such offsets, and will be relieved of its obligation to make any payments to the MA Dual SNP until such time as all such amounts have been paid to HHSC.

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

  • Preservation of Sellers’ Rights of Recovery Without the prior written consent of the Sellers, the Purchasers shall not amend or modify or grant a waiver under (or agree to amend or modify or grant a waiver under) any Serviced Corporate Trust Contract with respect to any Serviced Appointment in a manner that would materially reduce or materially alter the rights of the Sellers to indemnification, reimbursement or recovery for any costs and expenses incurred by the Sellers or their Affiliates or agents (other than the Purchasers in their capacity as Servicer hereunder) from the sponsor, issuer, obligor, depositor or other source of funds available under the terms of any such Serviced Corporate Trust Contract. Notwithstanding the foregoing, such amendment, modification or waiver shall not require the Sellers’ consent if the Purchasers agree in their sole discretion to indemnify the Sellers to the extent such amendment, modification or waiver reduces the Sellers’ available indemnification, reimbursement or recovery for costs and expenses under the terms of any such Serviced Corporate Trust Contract.

  • Status of Seller The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Seller is not subject to regulation as a “holding company”, an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • CONTRACT (RIGHTS OF THIRD PARTIES ACT 1999 This Agreement does not create any rights under the Contract (Rights of Third Parties) Act 1999 enforceable by any person who is not a party to it.

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