Examples of Selling Persons in a sentence
Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason.
Alvogen shall, and shall cause other Selling Persons to, maintain complete and accurate books and records, in sufficient detail to confirm the accuracy of payments and costs with respect to payments under this Agreement (the “Product Financial Records”).
Seller and the Selling Persons have all requisite power, authority and capacity to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Seller and the Selling Persons pursuant to this Agreement (collectively, the “Seller Documents”).
Seller and the Selling Persons represent to Buyer that each is willing and able to engage in businesses that are not restricted pursuant to this Section 6.1 and that enforcement of the restrictive covenants set forth in this Section 6.1 will not be unduly burdensome to Seller or the Selling Persons.
Seller and the Selling Persons acknowledge that their agreement to the restrictive covenants set forth in this Section 6.1 is a material inducement and condition to Buyer’s willingness to enter into this Agreement and the other Buyer Documents, to consummate the transactions contemplated hereby and thereby and to perform Buyer’s obligations hereunder and thereunder.
The execution, delivery and performance by Sellers and the Selling Persons of each Seller Document has been duly authorized by all necessary action on the part of Sellers and the Selling Persons.
Purchaser and the Selling Persons will allocate the Purchase Price and Assumed Liabilities among the Transferred Assets for Tax purposes as specified on Schedule 11.1. The Parties covenant and agree that (a) the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to such allocation and (b) the Parties will promptly advise each other regarding the existence of any tax audit, controversy or litigation related to such allocation.
Purchaser will make Purchase Price payments to U.S. Selling Persons in U.S. dollars and will make Purchase Price payments to non-U.S. Selling Persons in the functional currency of such Selling Persons.
To further facilitate the Purchaser's integration of the Restaurant's systems, the Selling Persons hereby covenant and agree to close the Restaurants to business at 8:00 p.m. on the date immediately preceding the Closing Date.
Sellers and the Selling Persons have all requisite power, authority and capacity to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Sellers and the Selling Persons pursuant to this Agreement (collectively, the “Seller Documents”).