Actions of the Sellers Sample Clauses

Actions of the Sellers. On the Closing Date:
Sample 1
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Actions of the Sellers. The Sellers hereby approve of and consent to the Transactions and represent and warrant that the Board of Directors of each Seller, at a meeting duly called and held, has (i) determined that this Agreement and the Transactions are fair to and in the best interests of the shareholders of Limited and Holdings, as applicable, (ii) received the opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), financial advisor to Limited, to the effect that the amount of the proceeds to be received by the holders of Limited Shares from a Liquidating Dividend or other distribution in the amount of not more than $14.00 per Limited Share is fair to the shareholders of Limited from a financial point of view, (iii) approved this Agreement and the Transactions and (iv) resolved, subject to the fiduciary duties of the Board of Directors of Limited, to recommend that the shareholders of Limited and Holdings approve and adopt this Agreement and the Transactions.
Sample 1

Related to Actions of the Sellers

  • Obligations of the Seller The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2018-A Exchange Note or any 2018-A Lease or 2018-A Vehicle allocated to the 2018-A Reference Pool.

  • Representations of the Sellers In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that:

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Actions of the Bank The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will:

  • Representations of the Servicer The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement that:

  • Obligations of the Sponsor The Sponsor agrees to provide the Asset Representations Reviewer with the following: • Reasonable access to the Sponsor; • Complete AUPs; • Required Documents; and • Other related information reasonably requested by the Asset Representations Reviewer to perform the Services hereunder.

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

  • Actions of the Parties Notwithstanding anything to the contrary in the Initial Agreement, the Parties will act in accordance with the following provisions, which provisions will be deemed to supplement and amend the Initial Agreement.

  • Conditions to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Representations of the Sub-Adviser The Sub-Adviser represents, warrants and agrees that:

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