The Company and the Seller Sample Clauses
The Company and the Seller. (a) shall use their respective reasonable endeavours to agree the terms of the engagement letter with the Valuer:
(i) where the Auditors are to act as the Valuer, within forty (40) Business Days of the date of service of the Transfer Notice; or
(ii) where no Auditors are for the time being appointed or they decline or are unable to act as the Valuer, within twenty (20) Business Days of the agreement or nomination of the Valuer in writing; and
(b) shall not unreasonably withhold or delay their agreement to any terms of engagement proposed by the Valuer (which may include a limitation on its liability, a waiver of claims against it and/or "hold-harmless" provisions and other similar indemnities at a level and of a nature consistent with market practice at that time) or the other(s).
The Company and the Seller. At or prior to the Closing, the Company and the Seller will deliver to the Purchaser:
(i) certificates evidencing the Shares, properly endorsed by the Seller to the Purchaser, accompanied by such documents as may be necessary to transfer ownership of the Shares into the name of the Purchaser on the books of the Company, free and clear of all Liens;
(ii) the Canton Lease duly executed by MIAT and Benz▇▇▇ ▇▇▇perties LLC;
(iii) the Escrow Agreement duly executed by the Seller;
(iv) the Consents of third parties set forth on Section 5.2(a)(iv) of the Disclosure Memorandum (the “Required Consents”);
(v) the Company’s stock transfer books and ledger; provided, that the parties hereto acknowledge and agree that delivery of such stock transfer books and ledger shall be satisfied by the Company making such stock transfer books and ledger available to the Purchaser at the Canton Campus;
(vi) evidence in form and substance reasonably satisfactory to the Purchaser of the release of, or the agreement of the agent or other financial institutions, as applicable, to release, Liens on the Assets (except for Permitted Liens) and Liens on the Shares with respect to all Closing Indebtedness to be repaid at Closing and to release the Company and any Subsidiary party thereto from the obligations under such Closing Indebtedness;
(vii) a certificate of non-foreign status pursuant to Section 1.1445-2(b)(2) of the U.S. Treasury Regulations for the Seller duly executed by an officer of the Seller;
(viii) duly executed resignations (in form and substance reasonably satisfactory to the Purchaser), effective immediately upon the Closing, of the directors of the Company and each Subsidiary;
(ix) a certificate dated as of the Closing Date, duly executed by the Secretary (or equivalent officer) of the Seller, given by him or her on behalf of the Seller, certifying (i) true and correct copies of resolutions duly adopted by the board of directors of the Seller authorizing and approving the Seller’s execution and delivery of this Agreement and consummation of the transactions under this Agreement and stating that the same have not been amended, modified, revoked or rescinded, and (ii) as to the incumbency and genuineness of the signatures of the Seller, each director, officer or representative of the Seller and any Affiliates of the Seller executing any of the documents to be delivered in connection with this Agreement;
(x) a certificate in form and substance reasonably acceptable to the Pur...
The Company and the Seller. 2.1 The details shown in Schedule 1 relating to the Company are accurate and complete in all material respects.
2.2 The Sale Shares represent the entire allotted and issued share capital of the Company and are fully paid up.
2.3 The Seller is beneficially entitled to or are otherwise able to procure the sale and transfer of the Sale Shares and the full legal and beneficial ownership of the Sale Shares on the terms of this Agreement free from any Encumbrance and no consent of any third party is required in relation to such sale and transfer.
2.4 The Company does not have any subsidiary undertaking.
2.5 No right has been granted to any person to require the Company to issue any share or loan capital.
2.6 The Company does not have an interest in any share in or other security of or investment in any body corporate or in any business organisation nor has it agreed to, or has the right to, acquire any such interest.
2.7 The Company does not have any branch, division, agency, place of business, operation or substantial assets outside the United Kingdom.
2.8 There is not outstanding indebtedness or other liability (actual or contingent) owing by the Company to the Seller or to any person connected with the Seller nor is there any indebtedness or other such liability outstanding to the Company by any such person.
The Company and the Seller. The Company and the Seller hereby, jointly and severally, represent and warrant to the Purchaser that the following representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:
The Company and the Seller