Examples of Seller Group Party in a sentence
As of the date hereof, none of the Targets has any Action pending or threatened against any Governmental Authority or other Person and, as of the date hereof, to the knowledge of the Seller Group Parties, there are no Actions which Target or, in respect of the Business or the Targets, any Seller Group Party presently intends to initiate.
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Such Seller Group Party hereby acknowledges and agrees that it is a sophisticated Person with respect to the Transaction, and has such information as it deems appropriate under the circumstances concerning the business and financial condition of Buyer and Parent and the equity interests represented by the Parent Common Stock to make an informed decision regarding the acquisition of the equity interests represented by the Parent Common Stock.
Xxxxxx Xxxx Xxxxxxxxx, XX 00000 Attention: Chairperson with a copy (which will not constitute notice) to: Xxxxxx LLP 0000 0xx Xxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxx Xxxx Xxxxxxxx If, following the Closing, to any Seller Group Party or to New Xxxx Xxxxx Holding Company, to: Xxxx Xxxxx, LLC 00000 X.
If, prior to January 1, 2014, any Seller Group Party has not complied in all material respects with all Laws, then either (a) any such non-compliance has been addressed and resolved in all material respects or (b) any such non-compliance would not be reasonably likely to result in a Seller Material Adverse Effect.
During the last 12 months, no Seller Group Party has received any written, or to the knowledge of the Seller Group Parties, oral notice from any Significant Customer that such customer shall not continue as a customer of Targets (or Buyer) after the Closing or that such customer intends to terminate or materially modify existing Contracts with any Target (or Buyer).
Neither Target nor any Seller Group Party nor any director, officer, shareholder, employee or agent (or any investment banker, broker, finder or similar party) thereof is engaged, directly or indirectly, in any discussions or negotiations with any third party relating to any Acquisition Proposal.
There are no brokerage commissions, finders’ fees or similar compensation payable by the Company or its Subsidiaries in connection with the Contemplated Transactions based on any arrangement or agreement made by or on behalf of such Seller Group Party or for which the Company has any liabilities.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Seller Group Party.
None of said officers or directors and, to the knowledge of the Seller Group Parties, none of said employees, consultants, contractors, unitholders or shareholders or any member of their immediate families, is a party to, or otherwise directly or indirectly interested in, any Contract with any Target or any Seller Group Party, except for compensation for services as an officer, director, employee, consultant or contractor thereof that have been disclosed to Buyer.