Seller Parties. Whenever in this Agreement any Seller is obligated to take (or withhold from taking) an action, MRD shall cause such Seller to take (or withhold from taking, as applicable) such action.
Seller Parties. Seller, and each and all of their respective past, present or future agents, heirs, executors, administrators, conservators, successors, assigns, participants, direct and indirect parents, principals, subsidiaries, affiliates, related companies, shareholders, interest holders, investors, members, managers, partners (including general and limited partners), representatives, receivers, attorneys and beneficiaries, and each and all of the past, present and future managers, officers, directors and employees of each of them (each, a “Seller Party”).
Seller Parties. The Seller shall take all actions necessary to cause each of the Subsidiary Seller Parties to comply with this Agreement, perform its obligations under this Agreement and consummate the Transactions and other actions contemplated hereby, in each case, on the terms and conditions set forth in this Agreement.
Seller Parties. Each of the Seller Parties hereby agrees that, except for this Agreement, such Seller Party (i) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to any Common Stock or Series C Shares held by such Seller Party and (ii) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to any such Common Stock or Series C Shares, in the case of each of clause (i) and (ii), that would prevent such Seller Party’s compliance with this Agreement.
Seller Parties. The term “
Seller Parties. Each of the Seller Parties is an entity duly formed, validly existing and in good standing (in jurisdictions that recognize the concept of “good standing”) under the Laws of the jurisdiction of its organization, has all requisite company, corporate or other power to own, lease and operate its properties and assets and to carry on the Business as now being conducted. Each of the Seller Parties is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction in which the nature of its business or ownership or leasing of its properties or assets makes such qualification or licensing necessary.
Seller Parties. Except as set forth on Schedule 3.9(a) of the Company Disclosure Schedule, there is no private or governmental Action or, to the Knowledge of the Seller Parties, investigation, pending before any Governmental Entity, or, to the Knowledge of the Seller Parties, threatened against the Seller Parties or any of their respective officers or directors (in their capacities as such), in each case with respect to the Business or the Acquired Assets. There is no unsatisfied judgment, decree or order against the Seller Parties, or, to the Knowledge of the Seller Parties, any of their respective directors or officers (in their capacities as such) related to the Business. As of the date hereof, there is no Action pending or, to the Knowledge of the Seller Parties, threatened against the Seller Parties which, if adversely determined could reasonably be expected to have a material adverse effect on the Business (taken as a whole).
Seller Parties. Each undertaking by the Seller Parties hereunder shall be a deemed to be a joint and several undertaking of each of Seller, Parent and the Company. For purposes of this Agreement and the performance of the Remediation Services and Transition Services, Buyer and its Affiliates shall be entitled to rely on any instructions or actions by any Seller Party as the joint instructions and actions of all Seller Parties.
Seller Parties. “Seller Parties” has the meaning set forth in the last paragraph of the preamble.
Seller Parties. Any portion of the Cash Purchase Price and the Purchaser Shares applicable, as set forth in the Allocation Schedule, to holders of the issued and outstanding shares of capital stock of the Company that are not Parties to this Agreement as of the date hereof (each, a “Non-Signing Seller” and collectively, the “Non-Signing Sellers”) shall be retained by Purchaser. Non-Signing Sellers may become a Party to this Agreement as Sellers prior to the first anniversary of the Closing Date by executing a Joinder to Stock Purchase Agreement in the form attached hereto as Exhibit F. Upon executing the Joinder to Stock Purchase Agreement, such Seller shall become entitled to such Seller’s portion of the Cash Purchase Price and the Purchaser Shares in the amounts, if any, set forth in the Allocation Schedule, and (i) Purchaser shall pay to such Seller such Seller’s entitlement of the Cash Purchase Price as set forth in the Allocation Schedule in cash by wire transfer of immediately available funds to the bank account designated in writing by the Sellers’ Representative and (ii) Purchaser shall cause its transfer agent to issue and record to such Seller as the beneficial owner of such Seller’s respective entitlement as set forth in the Allocation Schedule of the Purchaser Shares and deliver reasonable evidence thereof to the Sellers’ Representative. Purchaser will retain the portion of the Cash Purchase Price and the Purchaser Shares applicable, as set forth in the Allocation Schedule, to Non-Signing Sellers that do not execute a Joinder to Stock Purchase Agreement prior to the first anniversary of the Closing Date, and the Cash Purchase Price and the Purchaser Shares shall be reduced by such amounts without consideration.
