The Sellers Sample Clauses
The "THE SELLERS" clause defines who the sellers are in the context of the agreement, typically identifying the individuals or entities transferring ownership of goods, property, or rights. This clause usually lists the names, addresses, and relevant details of all parties considered as sellers, ensuring there is no ambiguity about who is responsible for fulfilling the seller's obligations under the contract. By clearly specifying the sellers, this clause ensures accountability and helps prevent disputes regarding the identity of the parties involved in the transaction.
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The Sellers. (i) When any particular Seller (as opposed to the Sellers as a group) makes a representation, warranty, or covenant herein, then that representation, warranty, or covenant will be referred to herein as the "SEVERAL" obligation of such Sellers. This means that the particular Seller making the representation, warranty, or covenant will be solely responsible for any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any breach thereof. The covenants of each of Sellers in Section 2(a) above concerning the sale of his Shares to Buyer and the representations and warranties of each of Sellers in Section 3(a) above concerning the transaction are the Several obligations of Sellers.
(ii) When the Sellers as a group make a representation, warranty, or covenant herein, then that representation, warranty, or covenant will be referred to herein as the "JOINT AND SEVERAL" obligation of Sellers. This means that each Seller will be responsible for the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any breach thereof. The representations and warranties of Sellers in Section 4 above concerning Target are examples of Joint and Several obligations.
The Sellers. (a) (1). Each of the Sellers is a corporation, sociedad anonima or limited liability company duly organized and validly existing under the Laws of the jurisdiction of its incorporation or organization.
(a) (2). This Agreement is a valid obligation, binding on each of the Sellers, and is enforceable against each of them pursuant to the terms and conditions hereof. Each Additional Agreement to which any Seller is a party will, at the Closing, have been duly signed and executed by each of the Sellers and will be a valid obligation, binding on and enforceable against each of them pursuant to the terms thereof.
The Sellers. Subject to the limitations contained in this Agreement, the Sellers hereby, jointly and severally (Haftung zur ungeteilten Hand), except as expressly specified herein otherwise, represent and warrant (▇▇▇▇▇▇▇ Gewähr pursuant to sec 922 et seqq ABGB) to the Purchaser that the statements contained in this Article 2 and Article 3 (“Sellers’ Warranties”) are true and correct on the date hereof, except as expressly set forth on the Disclosure Schedule attached hereto as Exhibit 2 (the “Disclosure Schedule”). The Disclosure Schedule shall be arranged in numbered sections corresponding to the sections contained in this Article 2 and Article 3. Any information disclosed therein under a section of the Disclosure Schedule shall be deemed disclosed and any factual or legal defects (Sach- oder Rechtsmängel) reasonably apparent from the information disclosed in the Disclosure Schedule shall be deemed excluded from the scope of the corresponding representations and warranties below. Beyond the representations and warranties expressly stated in this Agreement, the Sellers do not and will not issue or accept any other express or implied representations (Zusicherungen), warranties (Gewährleistungszusagen) or guarantees (Garantien) of whatever nature, whether explicitly or implied, for whatever reason and on whatever legal basis. Notwithstanding the generality of the foregoing, the Sellers, in particular, do not issue or accept any representation, warranty or guarantee (i) in respect of budgets, forecasts and planning and management accounts relating to the future disclosed to the Purchaser or (ii) for a certain profitability of the Shares or of the business of any Group Company. The Sellers acknowledge that the Purchaser purchases and acquires the Shares in reliance on the Sellers’ Warranties, which shall qualify as properties expressly warranted to the Purchaser (ausdrücklich zugesicherte Eigenschaften). For the avoidance of doubt, such acknowledgment shall not grant the Purchaser any right to challenge, change, demand adjustments to this Agreement or to rescind this Agreement on the basis of any ground set forth in Section 7.5. The Sellers’ Warranties are given as per the date expressly stated herein. In the event no date is expressly stated, the respective Sellers’ Warranties are given as of the date of this Agreement and again as of the Closing Date. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY W...
The Sellers. Subsection 14.01 Additional Indemnification by the Sellers; Third Party Claims............................................ Subsection 14.02 Merger or Consolidation of the Seller...................
The Sellers. The Sellers, RWD Canada and RWD Colombia shall deliver written notice to the Buyers within three (3) Business Days of (a) the occurrence or non-occurrence of any event of which the Sellers, RWD Canada or RWD Colombia have knowledge, the occurrence or non-occurrence of which has caused any representation or warranty of the Sellers, RWD Canada or RWD Colombia contained herein to become untrue or inaccurate in any respect at or prior to the Closing, (b) the occurrence of any event that could reasonably be expected to have a Material Adverse Effect, including any material declines in revenue, (c) any Proceeding (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance) initiated or threatened by or against the Sellers, RWD Canada or RWD Colombia; or (d) any failure of any Seller, RWD Canada or RWD Colombia to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Seller, RWD Canada or RWD Colombia hereunder.
The Sellers. EMC will keep in full force and effect its existence, all rights and franchises as a corporation under the laws of the State of its incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement. Master Funding will keep in full force and effect its existence, all rights and franchises as a limited liability company under the laws of the State of its formation and will obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement.
The Sellers. The BUYERS:
The Sellers indemnification obligation hereunder shall become effective only when the cumulative amount of individual Losses indemnifiable (i.e. exceeding ITL 50 million) by the Seller pursuant to Section 9.2.1 exceeds ITL 1,000,000,000 (one billion), on the understanding that, if said threshold is exceeded, the Seller shall be liable to pay only the exceeding amount.
The Sellers. (a) represent and warrant to the Buyer, in relation to the period from the Effective Date to the date hereof; and
(b) undertake to procure, in relation to the period from the date hereof to Closing (included), that except for the Leakages indicated in Annex 4.1 (the “Permitted Leakages”), there has not been any Leakage in the period from the Effective Date to the date hereof and there will not be any Leakage in the period from the date hereof to Closing (included).
The Sellers i. are the absolute beneficial owner of the Assets, with good and valid title, free and clear of all encumbrances, except such encumbrances that will be released at or subsequent to the Closing; and
ii. are exclusively entitled to possess and dispose of the Assets.