Seller Parties definition
Examples of Seller Parties in a sentence
No part of the Business is operated through any entity other than those of the Seller Parties.
The execution and delivery of this Agreement and each of the Transaction Documents by the Seller Parties and the performance by the Seller Parties of the obligations hereunder and thereunder and the consummation of the Transactions have been duly and validly authorized by all necessary action of Seller Parties, following receipt of the Required Shareholder Approvals.
Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below) the Seller Parties will grant, sell, assign, transfer, convey and deliver to Buyer, and Buyer will purchase and acquire from the Seller Parties, free and clear of all Liens, other than Permitted Liens, all of the Seller Parties’ rights, title and interest in and to the Business and the Assets (as defined below), and Buyer will assume the Assumed Liabilities (as defined below).
The Seller Parties are (and have been at all times during the past five (5) years) in compliance with all applicable Laws in all material respects.
Notwithstanding anything herein to the contrary, or which may be read or interpreted to the contrary, the Parties acknowledge and agree that the Assets are being sold and transferred to the Buyer on an “as-is/where-is” basis, and the Seller Parties are making no representations and warranties as to the condition sufficiency or status of any of the Assets or the Assumed Liabilities.