The Seller and the Buyer Sample Clauses

The Seller and the Buyer acknowledge and agree that a committee (the Contracts Committee) shall be established at Completion to act as a forum within which the Buyer and the Seller shall discuss such matters as may from time to time arise in relation to Split Contracts. The Contracts Committee shall consist of up to six (6) members, a maximum of three (3) of whom shall be appointed by each of the Buyer and the Seller by way of notice served upon the other. The first appointees of the Buyer shall be Mr S Xxxxxxx (Director of FM & SP Europe, Ford Werke GmbH) and Ms S Xxxxxxxxx (Director of Purchasing Business Office, Ford Motor Company Limited) and the first appointees of the Seller shall be Xx X X Xxxxxx (TML Holdings Limited) and Xx X Xxxxx (JLR). The party which has appointed any member of the Contracts Committee shall be free, upon giving to the other party which is entitled to appoint members of the Contracts Committee not less than ten (10) Business Days’ notice, to terminate the appointment of such member and appoint a replacement.
The Seller and the Buyer shall together use their best efforts to procure the execution of the Novation Agreements by all parties to them.
The Seller and the Buyer shall be obligated to provide each other any information and to cooperate in all transactions and legal acts which are necessary for the performance of this Agreement and to desist from anything which opposes the performance hereof. In relation to the assertion of claims against third parties or the defense against third-party claims, the Parties shall provide each other all necessary information and grant each other the opportunity to inspect any business documents necessary in this regard. The Companies shall authorize the Seller to conduct any necessary administrative proceedings on behalf of the Companies but at the costs of the Seller, insofar as the financial results of such proceedings affect the Seller.
The Seller and the Buyer each acknowledge and agree that a business is being transferred as a going concern and that section 49(1) of the VAT Act and article 5 of the Value Added Tax (Special Provisions) Order 1995 are intended to apply to the transaction provided for by this contract.
The Seller and the Buyer each acknowledge that the business of letting the Property for a consideration is capable of being operated separately as a business.
The Seller and the Buyer acknowledge that the Buyer intends to procure that the Buyer’s Conveyancer submits to HM Land Registry an application to remove the notice of the Lien from the Charges Register of title number WSX254730 (the “Lien Application”).
The Seller and the Buyer acknowledge and agree that the sale and purchase of the Business and Assets pursuant to this Agreement will constitute a relevant transfer for the purposes of the Regulations and that such transactions will not operate so as to terminate any of the contracts of employment of the Assumed Employees.
The Seller and the Buyer each shall bear 1/2 of the costs relating to or arising from the notarisation of this Agreement.

Related to The Seller and the Buyer

  • THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.....................................................

  • THE COMPANY AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Company and the Master Servicer. The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller and Buyer May Affirm or Terminate Without limiting any other right or remedy of the parties including those under this contract or any right at law or in equity, if the Seller or Buyer, as the case may be, fails to comply with an Essential Term, or makes a fundamental breach of an intermediate term, the Seller (in the case of the Buyer’s default) or the Buyer (in the case of the Seller’s default) may affirm or terminate this contract.

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:

  • Covenants of the Company and the Selling Stockholders (a) The Company covenants and agrees with the several Underwriters that:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Canada and the USA A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.