Selling Parties Obligations Sample Clauses

Selling Parties Obligations. In addition to any other documents required to be delivered by Selling Parties at Closing pursuant to this Agreement, Selling Parties will deliver to Escrow Agent or Parent, as appropriate, at Closing the following:
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Selling Parties Obligations. The Selling Parties shall indemnify the Purchaser against any Employee Liabilities which are attributable to any breach or default by the Selling Parties (or their predecessors as employer) prior to the close of business on Closing in respect of any of their obligations or duties as employer (in either case, whether arising under contract, common law, statute, or otherwise) to or in relation to any of the Transferred Employees and which the Purchaser may incur or suffer as a result of succeeding to the Selling Parties pursuant to the Transfer Regulations in relation to the contracts of employment of the Transferred Employees. This shall include, but shall not be limited to any failure by the Selling Parties to comply with their obligations under regulation 13(2) of the Transfer Regulations, save to the extent that the Purchaser fails to comply with its obligations under regulation 13(4) of the Transfer Regulations. The Selling Parties shall indemnify the Purchaser against any Employee Liabilities incurred by the Purchaser which are attributable to the termination or dismissal (or alleged termination or dismissal) by any of the Selling Parties prior to the close of business on the Closing Date of the employment of any person who is not a Transferred Employee.
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Selling Parties Obligations. The Selling Parties, jointly and severally, shall be responsible for and timely pay and shall indemnify and hold harmless Silgan, the Purchasers and the Acquired Companies with respect to, without duplication, (i) any and all Taxes imposed on the Acquired Companies, or for which the Acquired Companies are liable, with respect to any periods ending on or before the Closing Date, other than Taxes imposed with respect to the Closing Date, or to the extent apportioned pursuant to Section 9.1(d), (ii) all Taxes with respect to any period ending on or before the Closing Date arising out of a breach of the representations and warranties or covenants contained in Section 4.18, (iii) any and all Taxes resulting from any transactions of the Acquired Companies occurring on or after the Closing Time but before the occurrence of the Closing that are not in the ordinary course of business, and (iv) any reasonable costs or expenses with respect to Taxes indemnified hereunder. The Selling Parties shall be entitled to any refund of any and all Taxes that are the Selling Parties' responsibility pursuant to the immediately preceding sentence. Any indemnity payment required to be made by the Selling Parties pursuant to this Section 9.1(b) shall be made within thirty (30) days of written notice from Silgan. Notwithstanding anything else herein to the contrary, the Selling Parties shall be solely responsible for all income or capital gain Taxes with respect to the sale of the Purchased Assets and the Purchased Equity to the Purchasers pursuant to this Agreement.
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Selling Parties Obligations 
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Related to Selling Parties Obligations

  • Parties’ Obligations Following the lapse of restrictions, the Company shall deliver to the Participant as soon as practicable certificate(s) representing those shares as to which restrictions have lapsed in accordance with Paragraphs 2, 4 or 5, as the case may be.

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Obligations of the Purchasers In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations:

  • Independent Nature of Purchasers’ Obligations and Rights The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

  • Independent Nature of Buyers’ Obligations and Rights The obligations of each Buyer under the Transaction Documents are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.

  • Obligations of the Purchaser In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:

  • Condition to the Obligations of the Parties The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions:

  • Obligations of the Parties 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.

  • Condition to Each Party’s Obligations The respective obligation of each party to effect the contributions contemplated by this Agreement and to consummate the other transactions contemplated hereby to occur on the Closing Date is subject to the satisfaction or waiver on or prior to the Closing of the following conditions:

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