By Sellers Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.
Seller and Buyer shall work together and cooperate in order to obtain and cause to be delivered to Buyer (for Buyer's use for purposes of obtaining title insurance and confirmatory due diligence in respect of Seller's representations set forth in Section 4.4) and Seller as promptly as practicable following execution of this Agreement, copies of commitments to issue owner's or leasehold title insurance policies ("Title Commitments") for each Site as to ----------------- which Seller has an insurable real property interest ("Insurable Sites") in --------------- accordance with the letter agreement among the Title Company, Seller and Buyer. The costs of obtaining the Title Commitments and title insurance policies pursuant to the Title Commitments (the "Title Policies") (at the rate of $1,100 -------------- per Site up to a maximum of $2,132,900 in the aggregate, which includes "breakage" and "cancellation" fees associated therewith) and fees of the Title Company for attendance at the Closings shall, subject to the last sentence of this Section 6.12(a), be shared equally by Buyer and Seller, and at the Initial Closing, Buyer shall reimburse Seller for Buyer's portion of such costs (to the extent that Buyer's portion of such costs was initially borne by Seller). Except as provided in Section 3.2, any title insurance premiums or costs relating to the Title Policies (other than fees of the Title Company for attendance at the Closings) which are in excess of the $1,100 per Site average or in excess of $2,132,900 in the aggregate shall be paid by Buyer. If, at any proposed Closing (other than the Final Closing) relating to any Insurable Site for which a Title Commitment shall have been issued, Buyer shall be unable to obtain a Title Policy insuring its interest in such Site notwithstanding Buyer's having exercised its commercially reasonable efforts to do so, then, provided that Buyer shall continue to exercise commercially reasonable efforts to obtain such Title Policy, Buyer shall have the right to defer the transfer and assignment of such Site to the next Closing hereunder; provided, however, that, -------- ------- notwithstanding the foregoing, (x) provided that Seller has reasonably cooperated with Buyer in selecting the Sites to be transferred and assigned to Buyer at the Initial Closing, in no event shall Buyer have the right to defer the transfer and assignment of any Site if the effect of such deferral would be that fewer than 350 Sites would be transferred and assigned at the Initial Closing, and (y) Buyer's ability to obtain Title Policies for any or all of the Sites in and of itself shall not be a closing condition hereunder, and any Sites the transfer and assignment of which shall have been deferred pursuant to this sentence shall be transferred and assigned at the next Closing following the date on which Buyer is able to obtain Title Insurance therefor (Buyer hereby agreeing to continue to exercise commercially reasonable efforts to do so) or, if Buyer shall have continued to be unable to obtain Title Insurance therefor, at the Final Closing, regardless of the state of title therefor, subject to the other conditions of this Agreement. Buyer acknowledges and agrees that, unless the conditions set forth in Article VIII shall fail to be satisfied, Buyer shall be obligated to purchase all of the Sites (other than Excluded Sites and Strategic Sites) regardless of the state (or absence) of title thereto, the title defects or other Liens applicable thereto, or the inability to obtain a Title Commitment or Title Policy therefor. Any amounts incurred by Seller pursuant to this Section 6.12 shall be applied toward the Cap described in Section 10.3. Seller's obligations pursuant to the second and third sentences of this Section 6.12(a) shall be determined as if all Excluded Sites and all Strategic Sites were Sites.
Landlord and Storage Agreements Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereof provide Agent with copies of all future agreements, between an Obligor and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral may be kept or that otherwise may possess or handle any Collateral.
By Seller At Closing, Seller shall deliver to Buyer the following:
COVENANTS OF SELLER AND BUYER Seller and Buyer each covenant with the other as follows:
THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.....................................................
SELLERS Fenway Panther Holdings, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Asst. Treasurer Address: 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx X. Xxxxxx Signature Page(s) to Stock Purchase Agreement Antares Capital Corporation By: /s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx Title: Duly Authorized Signatory Address: 000 X. Xxxxxx Chicago, IL 60661 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxxxx Xxxxxxxxxxxx Signature Page(s) to Stock Purchase Agreement /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Address: 0000 XX 000xx Xxxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Address: 00000 Xxxxxxx Xxxxx Xxxxx, Ohio 40139 Facsimile: Telephone: 000-000-0000 Attention: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Address: Facsimile: Telephone: Attention: CMFG Life Insurance Company f/k/a CUNA Mutual Insurance Society, successor by merger to CUNA Mutual Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements CUMIS Insurance Society, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements Fast Cat Enterprises, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Manager Address: 0000 Xxxxxxx Xxxx Medina, OH 44256 Facsimile: Telephone: (000) 000-0000 Attention: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Address: 00000 Xxxxx Xxxxxxxx Xxxx Xxxx Xxxx, XX 00000 Facsimile: Telephone: Attention: MEMBERS Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Address: 00000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Address: 0000 Xxxxxxx Xxx Pleasanton, CA 94566 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxxx
Expenses of Escrow Agent Except as set forth in Section 11 the Company shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. All of the compensation and reimbursement obligations set forth in this Section shall be payable by the Company, upon demand by Escrow Agent. The obligations of the Company under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.
Covenants of Seller Prior to Closing Between the date of this Agreement and the Closing:
The Seller/Servicer and Residential Funding each represents and warrants to the other that as of the date of this Contract:
