Seller and Seller Sample Clauses

Seller and Seller s Principals hereby agree to assign to Buyer all of Seller's right, title and interest in and under, and Buyer hereby agrees to assume all of Seller's obligations (except as otherwise set forth herein or in the Assignment and Assumption Agreement) arising under, the Assumed Contracts, and Seller and Buyer each hereby agree to execute and deliver on the Closing Date an assignment and assumption agreement, substantially in the form of Exhibit B attached hereto (the "Assignment and Assumption Agreement").
Seller and Seller s Associates have the power and authority to execute, deliver and perform this Agreement and to consummate the transaction intended hereby. This Agreement and all such other agreements and obligations entered into and undertaken in connection with the transaction contemplated hereby, constitute the valid and legally binding obligations of Seller and Seller's Associates, enforceable against Seller and Seller's Associates in accordance with their respective terms. Except as provided herein, no consent, approvals or waivers are required to be obtained in connection with Seller's or Seller's Associates performance of the transaction contemplated hereby. The execution and performance of this Agreement does not conflict, or constitute breach of or result in a default under any contract or indenture to which Seller or Seller's Associates is a party or to which any of them is subject.
Seller and Seller s Tenant shall not amend, modify or terminate any Contract without Buyer's consent (which consent shall not be required if such amendment, modification or termination would not be binding upon the Buyer after Closing), except as provided in Section 15 hereof;
Seller and Seller s Shareholders represent and covenant that since January 1, 1999 and during the period from the date of this Agreement to the Closing (except as Buyer otherwise has consented in writing):
Seller and Seller s Designee shall deliver to Buyer an executed counterpart to HOB Entertainment's Amended and Restated Stockholder Agreement whereby each of Seller and Seller's Designee becomes a party to and bound by the HOB Entertainment's Amended and Restated Stockholder Agreement;
Seller and Seller s Shareholders acknowledge that the Business is of a special, unique and extraordinary character, and that any breach of this agreement by Seller or any of Seller's Shareholders could not be compensated for by damages. Accordingly, if Seller or any of Seller's Shareholders breaches its or his obligations under this agreement Buyer shall be entitled, in addition to any other remedies that it may have, to enforcement of this agreement by a decree of specific performance requiring Seller and Seller's Shareholders to fulfill their obligations under this agreement, and no bond or other security shall be required.
Seller and Seller s Principals shall agree in writing to provide Buyer with Seller's interim financials for the period from January 1, 1998 and the Closing Date, no later than thirty (30) days after the Closing Date; and