Seller Party Clause Examples for Any Agreement
The 'Seller Party' clause defines who is considered the seller in a contractual agreement and outlines their rights and obligations. This clause typically identifies the individual or entity transferring goods, services, or assets to the buyer, and may specify any representatives or affiliates included under the term. By clearly designating the seller, the clause ensures that all parties understand who is responsible for fulfilling the seller's duties, thereby reducing ambiguity and potential disputes regarding contractual responsibilities.
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Seller Party.ÌýIn entering into this Amendment, each Seller Party represents to Buyer that each of the representations and warranties of such Seller Party (as applicable) set forth in the Framework Agreement and each other Transaction Agreement to which such Seller Party is a party are true and correct in all material respects (except that any representation or warranty that is subject to any materiality qualification is true and correct in all respects) as of the Amendment Date (unless such representation or warranty relates to an earlier date, in which case as of such earlier date).
Seller Party.Ìý1 Servicer ......................................................................................................................................... 31
Seller Party.ÌýSection 7.3 Sellers' Representative.....................................Section 8.11(a) Target Amount.............................................
Seller Party.Ìý(a) Each Seller Party severally warrants in their Respective Proportion to the relevant Buyer Party that each Seller Warranty in respect of their Sale Interests is true and correct and is not misleading or deceptive as at the date of this Agreement and immediately prior to Completion.
(b) In respect of each Seller Party each Seller Warranty is a separate warranty in no way limited by any other Seller Warranty and remains in full force and effect following Completion in accordance with its terms.
Seller Party.ÌýTo the extent any of the Acquired Assets are owned by Concera Corporation and such Acquired Assets cannot be assigned to Seller prior to the Closing Date, Concera Corporation shall be treated as the "Seller" of such Acquired Assets under this Agreement for all purposes, including, but not limited to, any related indemnity obligations set forth in Section 13 hereof. [Signature Page Follows] The parties hereto have caused this Agreement to be executed and delivered as of the date and year first above written. SELLER: ACS STATE & LOCAL SOLUTIONS, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------ Xxxx X. Xxxxxxx Vice President BUYER: ARBOR E&T, LLC By: /s/ Xxxx Xxxx ------------------------------ Xxxx Xxxx Vice President As to matters described in Section 14.19 of this Agreement. CONCERA CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------ Name: Xxxx X. Xxxxxxx Title: Vice President For the limited purpose of guaranteeing the performance of Seller's indemnification obligations under Section 13 of this Agreement. ACS: AFFILIATED COMPUTER SERVICES, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------ Xxxx X. Xxxxxxx Executive Vice President For the limited purpose of guaranteeing the performance by Buyer of its obligations in Section 3 and Buyer's indemnification obligations in Section 13 of this Agreement.
Seller Party.Ìý(a) The Seller Party is the registered holder and beneficial owner of the relevant Sale Interests.
(b) The Sale Interests relevant to the Seller Party are free from Encumbrances other than those set out in the relevant ÀÖÌìÌÃappÏÂÔØt Venture Contracts, Permits, Property Interests and Royalty Obligations.
(c) No legal proceedings, arbitration, mediation or other dispute resolution process is taking place, pending or threatened, the outcome of which is likely to have a material and adverse affect on the Sale Interests relevant to the Seller Party.
Seller Party.ÌýIn entering into this Amendment, each Seller Party hereby makes or repeats (as applicable) to Buyer as of the Amendment Date (or, to the extent expressly relating to a specific prior date, as of such prior date) the representations and warranties set forth in the Framework Agreement and each other Transaction Agreement to which such Seller Party is a party, and such representations and warranties shall be deemed to include this Amendment. Each Seller Party further represents that it has complied in all material respects with all covenants and agreements applicable to it under the Framework Agreement and each of the other Transaction Agreements to which it is a party.
Seller PartyÌýshall not, directly or indirectly: (i) own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, any business which directly or indirectly competes with the Business, and no such party will in any other manner directly or indirectly compete with or become interested in any competitor of the Business; provided that the ownership of less than 1% of the outstanding shares of stock of any class of any corporation which is listed on the New York Stock Exchange, the NYSE Amex Equities or quoted in NASDAQ shall not be prohibited by the foregoing, (ii) call upon, solicit or otherwise do, or attempt to do, any business with any of the customers of the Business, or to take away, interfere or attempt to interfere with any customer, trade business or patronage of the Business, or (iii) interfere with or attempt to interfere with any officers, employees, representatives or agents, direct or indirect, of the Business, or induce or attempt to induce any of them to leave the employ of or violate the terms of their contracts with or obligations to the Business.
Seller Party.Ìý19 Seller's Alleged Default Date...........................................8