To the Sellers Sample Clauses

To the Sellers. (a) Address: 1 Xxxxxx Xxxxxxx Xxx Maison-Lxxxxxxx Xxxxx France 78600
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To the Sellers. For the attention of each of the Sellers to the address set against his name in the tables in column (A) of Part 1 or Part 2 of Schedule 1 (as applicable) (service of notice not being valid unless such notice is served or deemed served in accordance with clause 21.1) with a copy (which shall not constitute notice) to the Founders’ Solicitors (for the attention of Xxxx Xxxxxxx and Xxxxxx Xxxx, Xxxxxx & Xxxxxxx (Europe) LLP, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX ( and
To the Sellers. If the Sellers' Liability to the Buyer pursuant to this clause exceeds the amount in Escrow Account No. 1 the Sellers shall satisfy such liability by way of a banker's draft within 14 days of the Buyer's notification pursuant to clause 5.2.
To the Sellers a copy of the authorization granted by the French Treasury for sale of a controlling interest in the Company to the Purchaser.
To the Sellers. If at any time after one year from the date hereof, a Seller send a notice (the “ No Default Notice”) to the Escrow Agent stating that it is not in default under the terms of the Stock Purchase Agreement and has not been in default at a time during the past year, the Escrow Agent shall deliver to the Sellers the Escrowed Interests, together with completed stock powers transferring the Escrow Interests to Sellers provided: (i) the Escrow Agent concurrently sends a copy of the No Default Notice to Purchaser in accordance with the provisions of paragraph 8 of this Escrow Agreement; and (ii) the Escrow Agent does not receive a written notice from Purchaser objecting to such No Default Notice (a “Pledgor Objection Notice”) within 15 days after it sends the No Default Notice. Purchaser may not object to a No Default Notice unless it believes in good faith that the Sellers are not entitled to the Escrowed Interests.
To the Sellers. In the event that the Working Capital Payment is payable to the Sellers it shall be paid to the Sellers in cash in accordance with the provisions of Section 2.2.3 within ten (10) days after it is finally determined.
To the Sellers. To each Seller at their respective address and email-address as set out in Schedule 17.1.1 with a copy to: Schönherr Rechtsanwälte GmbH Attn.: Xxxxxx Xxxxxxx Schottenring 19 1010 Vienna Austria […***…] EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG

Related to To the Sellers

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • Deliveries by the Seller At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following:

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

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

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

  • Assignment by the Seller or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

  • REPORTS TO THE SUB-ADVISER The Fund will provide the Sub-Adviser with such periodic reports concerning the status of the Portfolio Account as the Sub-Adviser may reasonably request.

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement and the Closing Date that: