Active Seller definition
Examples of Active Seller in a sentence
Each of the Active Sellers hereby agrees that in the event of the breach or violation by either Active Seller of her covenants set forth in this Section 9.1(a), the Buyer shall be entitled (without limiting any other right to remedy available to it) to terminate the payment of all Covenant Payments.
Except as set forth in Part 2.27 of the Seller Disclosure Schedule, the Seller was not, is not or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of any of the Transactional Agreements, the assignment of any Active Seller Contracts, or the consummation or performance of any of the Transactions.
Each Active Seller Contract is valid and in full force and effect.
The Seller is not bound by any Active Seller Contract to indemnify, defend, hold harmless, or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation, or similar claim (other than indemnification provisions in the Seller’s standard forms of Seller IP Contracts).
Part 2.11(d) of the Seller Disclosure Schedule accurately identifies each Active Seller Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Seller IP.
Seller shall, prior to Closing, secure the release of itself from, and/or terminate, all of the Seller Guarantees other than the Active Seller Guarantees.
The covenants and agreements of the Parties in Section 5.13 shall survive until the termination of all Active Seller Guarantees.
The liability of the Active Sellers who are liable for any breach under this provision shall be joint and several up to $500,000 and thereafter shall be several and limited to the proportions set out below, except where there is clear independent evidence that one or more of the Active Sellers had actual knowledge of the breach in which case such Active Seller shall be liable (to the maximum provided for in (S)8(b) above) for the entirety of the Adverse Consequences of such breach.
If Buyer assigns a material portion of the Assets outside of the ordinary course of business, any Units and/or any of the Capital Stock in Pipeline Company prior to the termination of the Active Seller Guarantees, then such assignee shall also assume Buyer’s obligations pursuant to this Section 5.13 and Section 8.3(e).
The Seller is not bound by, and no Active Seller IP is subject to, any Active Seller Contract containing any covenant or other provision that in any way limits or restricts the ability of the Seller to use, exploit, assert, or enforce any Seller IP anywhere in the world.