Actions of the Sellers' Agent Sample Clauses

Actions of the Sellers' Agent. A decision, act, consent or ----------------------------- instruction of the Seller's Agent shall constitute a decision of the Seller and shall be final, binding and conclusive upon each the Seller, and the Escrow Agent and Purchaser may rely upon any decision, act, consent or instruction of the Seller's Agent as being the decision, act, consent or instruction of the Seller. The Escrow Agent and Purchaser are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Seller's Agent.
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Actions of the Sellers' Agent. Liability of the Sellers' Agent. Each Seller agrees that Purchaser shall be entitled to rely on any action taken by the Sellers' Agent, on behalf of Sellers, pursuant to Section 12.13(a) above (each, an "Authorized Action"), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Purchaser agrees that the Sellers' Agent shall have no Liability to the Purchaser for any Authorized Action, except to the extent that such Authorized Action is found by a final Order of a court of competent jurisdiction to have constituted fraud or willful misconduct. The Sellers jointly and severally agree to pay, and to indemnify and hold harmless the Purchaser from and against any losses which they may suffer, sustain, or become subject to, as a result of any claim by any Person that an Authorized Action is not binding on, or enforceable against, Sellers. In addition, Sellers hereby release and discharge Purchaser from and against any Liability arising out of or in connection with the Sellers' Agent's failure to distribute any amounts received by the Sellers' Agent on Sellers' behalf to Sellers.
Sample 1
Actions of the Sellers' Agent. A decision, act, consent or ----------------------------- instruction of Seller's Agent shall constitute a decision of the Seller and shall be final, binding and conclusive upon Seller and the Escrow Agent, and the Buyer Indemnified Parties may rely upon any such decision, act, consent or instruction of Seller's Agent as being the decision, act, consent or instruction of Seller. The Escrow Agent, and the Buyer Indemnified Parties are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of Seller's Agent.
Sample 1

Related to Actions of the Sellers' Agent

  • 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:

  • 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:

  • 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:

  • Indemnification of the Sellers Subject to the limitations set forth in Article VII hereof, Purchaser shall indemnify and hold harmless each of the Sellers, its Affiliates and successors to the foregoing and the respective Representatives of each such indemnified Person (collectively, the “Seller Indemnified Parties”) from and against any and all Losses paid, suffered or incurred by any Seller Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to:

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder.

  • Representations of the Seller and the Depositor The respective agreements, representations, warranties and other statements by the Seller and the Depositor set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the closing under Section 2.02 and the transfers and assignments referred to in Section 7.04.

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

  • 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.

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