Examples of Seller Party in a sentence
Except as otherwise expressly set forth in this Section 16.02, neither Seller nor any Seller Party shall be subject to levy, lien, execution, attachment or other enforcement procedure for the satisfaction of any of Buyer’s rights or remedies under or with respect to this Agreement, at law, in equity or otherwise.
Neither Seller Party has any Liabilities with respect to the Business, except (a) those that are adequately reflected or reserved against in the Financials, and (b) those that have been incurred in the ordinary course of business consistent with past practice since the date of the Financials that are not, individually or in the aggregate, material in amount.
Notwithstanding anything to the contrary herein, no Seller Party, nor any of their Subsidiaries, shall be required to compensate any third party, commence or participate in any Action or offer or grant any concession or accommodation (financial or otherwise, including any accommodation or arrangement to indemnify, remain secondarily liable or contingently liable for any Assumed Liability) to any third party in connection with the Seller Parties’ obligations under this Section 2.02(a).
Each Seller Party has all necessary limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder, and to consummate the Transactions.
All financial statements, reports, and other financial information (collectively, the “Financials”) that have been provided to Buyer by or on behalf of either Seller Party with respect to the Business: (a) are correct, complete, and consistent with the Seller Parties’ books and records, and (b) fairly present, in all material respects, the financial condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the periods indicated.