Examples of EMEA Sellers in a sentence
The Sellers and the EMEA Sellers have been advised and understand that the issuance of the Shares to the Distribution Agent has not been registered under the Securities Act or under the “blue sky” or similar Laws of any jurisdiction and that the Shares may be resold only in a transaction registered under the Securities Act and in accordance with such “blue sky” or similar Laws as may be applicable, or, subject to the terms and conditions of this Agreement, if an exemption from registration is available.
All of the powers, duties, and functions of the Association as conferred by the Articles of Incorporation, these Bylaws, state statutes, common law, court decisions, or otherwise, shall be exercised, performed, or controlled by the Board.
The Sellers have provided the Purchaser or its Affiliate with a true and complete copy of the standard form (or where such individual agreement is materially different from the standard form, the individual written agreement) of such employment, retention, change in control or severance agreements between the Sellers (or any Affiliate of Sellers (excluding EMEA Sellers)) and any Employee.
The Purchaser acknowledges that it and/or its representatives (including its outside counsel) have been permitted such access to the books and records, facilities, equipment, contracts and other properties and assets of the Business as it required to complete its review, and that it and its representatives have had an opportunity to meet with the officers and other employees of the Sellers, the EMEA Sellers and the Business to discuss the Business.
The EMEA Sellers, the Joint Administrators, the Joint Israeli Administrators and the Purchaser will enter into the EMEA Asset Sale Agreement providing, inter alia, for the sale to the Purchaser (or the EMEA Designated Purchasers) of the EMEA Business.
The Sellers and the EMEA Sellers have been advised and understand that the Purchaser, in issuing the Shares, is relying upon, among other things, the representations and warranties of the Sellers herein in concluding that such issuance is not a “public offering” and is exempt from the registration requirements of the Securities Act.
The provisions of this Agreement shall survive for the benefit of the Joint Administrators, the French Liquidator, their firm, partners, employees, agents, advisers and representatives notwithstanding the discharge of the Joint Administrators as joint administrators of the EMEA Sellers, or the French Liquidator as liquidator of NNSA and shall be in addition to, and not in substitution for, any other right, indemnity or relief otherwise available to each of them.
None of the EMEA Sellers or the Joint Administrators shall assume, or be deemed to assume, any Liability whatsoever under this Agreement and nothing in this Agreement (except to the extent expressly incorporated into the EMEA Asset Sale Agreement) shall apply to, or govern, the sale, assignment, transfer, retention or assumption of assets, rights, properties or Liabilities of, or by, any EMEA Sellers or the Joint Administrators in any manner whatsoever.
The Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, facilities, equipment, contracts and other properties and assets of the Business and the Companies as it required to complete its review, and that it and its representatives have had an opportunity to meet with the officers and other employees of the Sellers, the EMEA Sellers, the Business and the Companies to discuss the Business.
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