Actions by the Seller Sample Clauses

Actions by the Seller. At Closing, the Seller shall deliver or cause to be delivered to the Buyer the following: (a) certificates representing the CB-Shares; (b) certificates representing (i) CTH-Shares held by the Seller, duly endorsed to the Buyer, (ii) CTH-Shares held by the Company and (iii) certificates representing all the issued shares of CT-Concept Technologie AG held by CT-Holding; (c) a resolution of the board of directors of each of the Company and CT Holding unanimously consenting to the transaction contemplated by this Agreement, the transfer of the CTH-Shares from the Seller to the Buyer and the registration of the Buyer as shareholder in CT Holding's shareholders' ledger; (d) CT Holding's shareholders' ledger, duly signed by the board of directors of CT Holdings, evidencing the Buyer's ownership of the CTH-Shares; (e) except as instructed otherwise in writing by the Buyer no later than three Business Days before the Closing Date, the written resignation, effective as of Closing, of each member the board of directors of the Company and each other Group Company; (f) termination agreements , substantially in the forms as set forth in Annex 6.2(f), duly executed by all parties thereto; (g) the Data Room Documents (electronic copies on a disc); (h) [Reserved.] (i) the Seller's Release, substantially in the form of Annex 6.2(i) attached hereto, duly executed by the Seller; (j) a Key Employees' Release, substantially in the form of Annex 6.2(j)(i) attached hereto, duly executed by each of the Key Employees' set forth in Annex 6.2(j)(ii); (k) documents reasonably acceptable to Buyer, evidencing that the Seller duly and validly implemented the Carve-Out Actions; and (l) the Payment Certificate, duly executed by the Seller.
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Actions by the Seller. The Seller shall arrange with the Company's transfer agent for the issuance and delivery of a stock certificate representing the Shares.
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Actions by the Seller. 9.1.1 Actions by the Seller not later than 30 days from Closing 9.1.2 Actions by the Seller not later than 60 days from Closing 9.1.3 Actions by the Seller not later than 90 days from Closing
Sample 1
Actions by the Seller. The Seller shall defend and indemnify the Agent, each Purchaser Agent, each Purchaser and each Liquidity Provider against all costs, expenses, claims and liabilities for any action taken by the Seller, any Originator or any other Affiliate of the Seller or of any Originator (whether acting as Servicer or otherwise) related to any Receivable and the Related Security, or arising out of any alleged failure of compliance of any Receivable or the Related Security with the provisions of any law or regulation. If any goods related to a Receivable are repossessed, the Seller agrees to resell or to have the applicable Originator or another Affiliate resell, such goods in a commercially reasonable manner for the account of the Agent and remit, or have remitted, to the Agent the Purchasers' share in the gross sale proceeds thereof net of any out-of-pocket expenses and any equity of redemption of the Obligor thereon. Any such moneys collected by the Seller, the Servicer, any Originator or other Affiliate of the Seller pursuant to this Section 3.8 shall be applied as Collections in accordance with the terms hereof.
Sample 1
Actions by the Seller and instructions from the Servicer (a) The Seller shall, on and from the Closing Date or an Additional Sale Date, as applicable, continue to make available to Borrowers the Revolving Facilities (included in a Loan Portfolio) which have been made available but not fully drawn up to the contractual facility limit as at the Closing Date or an Additional Sale Date, as applicable, such Revolving Facilities, and will allow such Borrowers to draw on such Revolving Facilities in accordance with their terms. (b) The Seller shall in relation to the Revolving Facilities act in accordance with any instructions given to it by the Servicer (on behalf of the Issuer) (including, but not limited to, any directions by the Servicer to terminate any commitments under any Revolving Facilities), and continue to act in a timely manner with its obligations under the Revolving Facilities and exercise the same degree of care as it would if it has not entered into this Agreement. (c) The Seller may, from time to time and following an adjustment determination made by the Seller’s credit committee, increase or decrease a Borrower’s limit under the relevant Revolving Facility.
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Actions by the Seller. At the Closing, the Seller shall: (a) deliver and transfer the Transaction Shares, free and clear of any Liens, by book-entry transfer to the securities account designated in writing by the Buyer no later than five (5) Business Days prior to the Closing Date, concurrently with and in exchange for ("Zug um Zug" with the function "delivery versus payment") the payment by the Buyer of the Purchase Price in accordance with Section 5.4.2, and do all such other acts and things as may be required to deliver and transfer the Transaction Shares to the Buyer in accordance with the terms hereof; and (b) deliver a confirmation in writing that the conditions set forth in Section 5.2.1 (to the extent the Seller is concerned) and Sections 5.2.2(a) and 5.2.2(b) have been satisfied. Share Repurchase Agreement by and among Novartis Holding AG, Roche Holding AG and Novartis AG
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Actions by the Seller. At the Closing, the Seller shall execute and deliver to Purchaser the Assignment and Assumption Agreement assigning all the Management Contracts to Purchaser.
Sample 1
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Actions by the Seller. During the period from the date of this Agreement and continuing until the Closing, except as expressly contemplated or permitted by this Agreement or with the prior written consent of the Purchaser, the Seller shall not: (i) sell, pledge, dispose of or create an Encumbrance on any Shares; (ii) take any action or fail to take any action that is intended to or may reasonably be expected to result in any of the conditions to Closing set forth in Clause 4 not being satisfied; (iii) exercise any of its rights against the Company (including rights to indemnification) under the Share Subscription Agreement; or (iv) authorize, or commit or agree to any of the foregoing.
Sample 1

Related to Actions by the Seller

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchasing Parties: (a) an Instrument of Assignment and Bxxx of Sale substantially in the form attached as Exhibit A, duly executed by the Seller (the "Instrument of Assignment and Bxxx of Sale"); (b) a special warranty deed ("Deed") in recordable form relating to the Owned Real Property substantially in the form attached as Exhibit B; (c) a Trademark Assignment substantially in the form attached as Exhibit C (the "Trademark Assignment") and a Patent Assignment substantially in the form attached as Exhibit D (the "Patent Assignment"), each duly executed by the Seller; (d) an Assumption Agreement substantially in the form attached as Exhibit E (the "Assumption Agreement"), duly executed by the Seller; (e) a Transition Services Agreement substantially in the form attached as Exhibit F (the "Transition Services Agreement"), duly executed by the Seller; (f) a License Agreement substantially in the form attached as Exhibit G (the "License Agreement"), duly executed by the Seller; (g) a certificate, dated the Closing Date and signed by a senior officer of the Seller, certifying the satisfaction of the conditions set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(c); (h) a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (i) a certificate of the Secretary of the Seller certifying as accurate and complete as of the Closing certain resolutions adopted by the Board of Directors of the Seller approving the execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Transactions; (j) UCC termination statements, if any, and any other necessary documents that, when filed on the Closing Date, will be sufficient to release all Liens (other than Permitted Liens) on the Assets; (k) a certificate of non-foreign status as provided in U.S. Department of Treasury Regulation Section 1.1445-2(b); and (l) all other previously undelivered documents required to be delivered by the Seller to the Purchasing Parties at or prior to the Closing pursuant to this Agreement.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

  • Indemnities by the Seller Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivables to be an Eligible Receivable as of the date of such calculation, the failure of any information contained in any Information Package to be true and correct, or the failure of any other information required to be provided to any Purchaser, Purchaser Agent or the Administrator with respect to the Receivables or this Agreement to be true and correct; (ii) the failure of any representation or warranty made or deemed made by the Seller (or any of its officers, employees or agents) under or in connection with this Agreement, any other Transaction Document to have been true and correct as of the date made or deemed made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation; (iv) the failure to vest in the Administrator, for the benefit of each Purchaser Group, First Priority Interest in the Pool Assets to the extent required under this Agreement; (v) any commingling of funds to which the Administrator, any Purchaser Agent or any Purchaser is entitled hereunder with any other funds; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto (if such collection activities were performed by the Seller or any of its Affiliates or by any agent or independent contractor retained by the Seller or any of its Affiliates); (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof, any other Transaction Document or under the Contracts; (viii) any products liability, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Pool Receivable or the related Contract; (ix) the use of proceeds of Purchases or Reinvestments; (x) the failure of the Seller to pay when due any Taxes, energy surcharges or other governmental charges payable by the Seller in connection with any of the Pool Receivables or this Agreement; (xi) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents or the ownership of the Pool Receivables or any Pool Assets; (xii) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Agreement; (xiii) any action taken by the Seller, the Servicer or any Originator (or any of their respective Affiliates) in the enforcement or collection of any Pool Receivable; (xiv) in the case of a Retail Receivable, the failure or delay in providing any Obligor with an invoice or other evidence of indebtedness; or (xv) the failure of the sale and pledge of any Pool Receivable under the Transaction Documents to comply with the notice requirements of FACA or any analogous State or local Laws.

  • Deliveries by the Sellers Simultaneously herewith, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

  • Indemnities by the Servicer (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) awarded against or incurred by any such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. (b) If for any reason the indemnification provided above in this Section 9.2 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Servicer shall contribute to the amount paid or payable to such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (c) The obligations of the Servicer under this Section 9.2 shall survive the resignation or removal of the Administrative Agent or any Managing Agents and the termination of this Agreement. (d) The parties hereto agree that the provisions of this Section 9.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, the related Obligor, on any Transferred Loan. (e) The Servicer shall not be permitted to liquidate any of the Collateral to pay any indemnification payable by the Servicer pursuant to this Section 9.2.

  • Assignment by the Seller or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

  • Assignment by the Seller The Seller shall assign (exclusive of the Seller’s rights arising under Section 8.02(iii) and 8.03), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement.

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