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 Sections 2(A) and 6(h) above concerning the sale of his Shares to Buyer and the representations and warranties of each of the Sellers in Section 3(a) above concerning the transaction are the Several obligations of the 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 the 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 subject, however, to the limitation or liabilities set forth in Section 8 hereof. The representations and warranties of the 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. In the case of each Seller as an Indemnifying Party (i) any breach of any representation or warranty made by such Seller in Section 4 of this Agreement; (ii) any breach of any representation or warranty made by the Company in Section 5 of this Agreement (other than Section 5.11) or any breach or violation of any covenant or agreement made by the Company in this Agreement (other than with respect to Taxes which are covered by Section 11.6 hereof) to be performed at or prior to Closing; or (iii) any breach or violation of any covenant or agreement made by such Seller in this Agreement.
The Sellers. Subsection 14.01 Additional Indemnification by the Sellers; Third Party Claims..................................................... Subsection 14.02 Merger or Consolidation of the Seller......................
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 (xxxxxxx 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. (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) deliver to the Purchaser the resignation letters of (a) Mr Wan Long, Xx Xxxx Shuge, Xx Xxxxxxx Xxxxx Pope and Mr Xxxxxxx Xxxx (the “Resigning Members”) from their position as members, Vice-Chairman and Vice-secretary to the Board of directors of the Company, respectively, and (b) the Resigning Members from their positions as members, Vice-Chairman and Secretary to the Board of directors of Campofrío Food Group, S.A., respectively, a copy of which are attached hereto as Schedule 4.2.2(i); and
(ii) fill and deliver to the Notary Public a D1-B form by virtue of which their divestment in the Company is notified to the Spanish General Directorate for Trade and Investment (Dirección General de Comercio e Inversiones).
The Sellers. 1.1 The Seller (not being an individual) is duly incorporated, in existence and duly registered and/or in good standing under the Laws of England and Wales.
1.2 The Seller has full power and authority to enter into and perform this Agreement and each of the other Transaction Documents to be entered into by it/him pursuant to this Agreement, and the provisions of this Agreement and each of those other Transaction Documents will, when executed, constitute valid and binding obligations on that Seller, in accordance with their respective terms.
1.3 The execution and delivery of, and the performance by the Seller of its/his obligations under this Agreement and each of the other Transaction Documents to which it/he is party, and the execution, delivery and performance by each Target Company of each Transaction Document to which it is a party, will not:
(A) result (in the case of a corporate Seller) in a breach of any provision of its memorandum, articles of association, bye laws, any similar constitutional document, order or judgment that applies to or binds it or any of its assets;
(B) result in a breach of any Law to which it is a party or by which it is bound;
(C) give any Governmental Entity the right to revoke, withdraw, suspend, cancel or terminate any Permit held by any Target Company;
(D) contravene, conflict with or result in a violation or breach of or default under or the acceleration or cancellation of any material obligation under, or give rise to a right by any person to terminate, cancel, modify or amend, any contract to which any Target Company is a party or by which any Target Company or its properties or assets are bound; or
(E) result in the imposition, creation or crystallisation of any Encumbrance upon or with respect to any properly owned, leased or used by any Target Company.
1.4 All Permits and filings with any Governmental Entity and all agreements of any other person which are necessary for the Seller or any of its/his Affiliates to obtain in order to enter into and perform their obligations under this Agreement and each of the other Transaction Documents to which it/he is a party in accordance with their respective terms have been unconditionally obtained in writing.
1.5 There are no:
(A) judgments, orders, injunctions or decrees of any Governmental Entity or court or arbitration tribunal outstanding against or affecting the Seller or any of its/his Affiliates;
(B) law suits, actions or proceedings pending or, to the knowledge of the S...
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. Each Seller, as to itself and not jointly, represents and warrants to the Buyer that the representations and warranties set forth in Sections 4.1 through 4.5 (including without limitation, the representations as to title matters in Section 4.2) of the Stock Purchase Agreement are true and correct as of the date of this Agreement and are incorporated herein; provided that for purposes of this Agreement, reference to the term "Agreement" in the Stock Purchase Agreement shall mean both the Stock Purchase Agreement and this Agreement.
