Examples of Equity Seller in a sentence
Seller shall, and shall cause the Equity Seller to, reasonably cooperate with Buyer, including by providing Buyer and Buyer’s legal counsel reasonable access to the Equity Seller’s employees, records and documents as Buyer may request, to the extent maintained or under the possession or control of Seller or the Equity Seller and each of their respective Affiliates.
In furtherance of the foregoing, following the Closing, Seller shall, and shall cause the Equity Seller to, make available to Buyer Seller’s, the Equity Seller’s or each of their respective Affiliates’ employees to the extent reasonably requested by Buyer for fact finding, consultation and interviews and as witnesses in connection with the Assumed Actions.
Except as set forth in Section 3.3 of the Seller Disclosure Schedules, the Equity Seller is the sole beneficial and legal owner of the Equity, free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Laws).
Each Equity Seller, Asset Seller and JV Seller is a corporation, partnership or other legal entity duly organized, validly existing, and (where such concept is applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, except as would not reasonably be expected to prevent or materially delay such Equity Seller, Asset Seller or JV Seller from consummating the transactions contemplated by this Agreement.
The Equity Sellers and the Mexican Equity Seller Nominee Partner shall transfer and deliver to Buyer and the Buyer Designee, as applicable, at the Closing, valid title to such Shares free and clear of any Lien (other than Permitted Liens).