By the Seller Parties Sample Clauses

By the Seller Parties. Each of the Seller Parties, jointly and severally, shall indemnify, save and hold harmless Acquiror, its stockholders, Affiliates and subsidiaries and its and their respective Representatives (collectively, the "Acquiror Indemnitees"), from and against any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and 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 (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 any of the Seller Parties in this Agreement; (ii) any breach of any covenant or agreement made by any of the Seller Parties in this Agreement; (iii) any Excluded Liability; (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee of the Business or the Assets; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business on or prior to the Closing Date; or (viii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Seller Parties (or any Person acting on their behalf) in connection with any transactions contemplated by this Agreement.

By the Seller Parties. On the Closing Date, the Seller Parties, as applicable, shall deposit or cause to be deposited in Escrow, for each applicable LLC in which the Selling Members are selling their respective Membership Interests in that LLC and that LLC’s respective Property or Properties: (i) An Assignment of Membership Interests duly executed by each of the applicable Selling Members for all of the applicable LLC Membership Interests. (ii) The applicable LLC Instrument Amendments for the applicable LLC duly executed by applicable LLC and each of the applicable Selling Members. (iii) The Closing Indemnity Agreement for the applicable LLC duly executed by the applicable Selling Members. (iv) The Waiver of Claims for the applicable LLC duly executed by the applicable Selling Members. (v) A FIRPTA Certificate duly executed by the applicable Manager on behalf of the applicable LLC with respect to that LLC’s Property or Properties subject to and in conformity with the terms and provisions of this Agreement. (vi) The applicable Seller’s Closing Certificate, dated as of Closing, duly executed by the applicable Manager on behalf of the applicable LLC, subject to and in conformity with the terms and provisions of this Agreement, that all of the warranties and representations contained in Section 3.2.1.(A), relating to the applicable LLC’s Property or Properties, or the applicable LLC or the applicable LLC Membership Interests or the applicable Selling Members, are true and correct in all material respects as of the Closing Date, except for matters specified in such Seller’s Closing Certificate, which matters must be reasonably satisfactory to Buyer. (vii) The original (or, where an original is not available, a copy) of each applicable Lease and Service Contract, and all applicable Plans, Environmental Reports and Property Document Deliveries for the applicable Properties (the “LLC Originals”); provided, however, that, instead of delivering the LLC Originals and other documents and materials identified above to Buyer through Escrow, each applicable LLC may deliver any or all of the LLC Originals directly to Buyer. (viii) All tenant files pertaining to the operation of the applicable LLC’s Property or Properties not theretofore delivered, subject to the applicable Seller Parties’ continued right of access thereto for a reasonable period after Closing for proper purposes. (ix) An Owner’s Affidavit from the applicable Manager for the applicable LLC subject to and in conformity with the t...

By the Seller Parties. The Company before the Closing and the Seller after the Closing shall protect, defend, indemnify and hold harmless the Buyer Parties from and against (i) any and all Damages incurred by the Buyer Parties arising out of or resulting from any breach of or inaccuracy in any of the representations or warranties of the Seller Parties, or any breach of any of their covenants and other agreements, in each case contained in this Agreement or any of the Other Agreement Documents (without giving effect to any amendment(s) to the Seller Parties’ disclosure schedules delivered pursuant to Section 7.4 hereof); provided however, that for purposes of determining Damages with respect to any breach of any such representations and warranties (but not for determining whether or not there has been a breach), such representations any warranties of the Seller Parties shall be deemed to have been made without any Materiality Qualifications, provided that the limitations of Section 10.4(a) hereof shall continue to apply nonetheless; and/or (ii) any Claim by or on behalf of Pxxxx Xxxxxxx against any Buyer Party arising out of any OARs previously issued to Mx. Xxxxxxx

By the Seller Parties. The Andrulis Family Sellers shall (jointly among members of the Andrulis Xxxxxx Xellers but severally with respect to R. John Chapel, Xx.) xxd R. John Chapel, Jr., severally and not jointly, in accordance with the proportions set forth on Schedule 2.2, protect, defend, indemnify and hold harmless the Buyer Parties from and against any and all Damages incurred by the Buyer Parties arising out of or resulting from: (i) any Breach of any of their respective representations, warranties, covenants and other agreements contained in this Agreement (without giving effect to any amendment(s) to the Seller Parties' disclosure schedules delivered pursuant to Section 8.2 hereof), in the Schedules and Exhibits hereto, any Transaction Document or in certificates delivered pursuant to this Agreement or any Transaction Document; (ii) notwithstanding any disclosures made on any Schedules or Exhibits attached hereto, the matter set forth on Schedule 4.12, Items 1 through 3 ("Giovanni Matter"), the matters set forth on Schedule 4.11(a), Item 2 (Form 5500 matter); provided however that (A) in connection with the Giovanni Matter, the Sellers shall have the right, at their sole expense, to defend, contest or otherwise protect against any such actions and potential liabilities with legal counsel of its own selection, (B) any amounts recovered in connection with the Giovanni Matter by the Buyer shall be paid to the Sellers in the proportions set forth on Schedule 2.2 in immediately available funds within ten (10) days of the Company's receipt of such amount; (C) any settlement entered into by the Company in connection with the Giovanni Matter shall be subject to the consent of the Sellers, not to be unreasonably withheld, conditioned or delayed; and (D) the Additional Escrow may be applied to pay any final settlement or other final resolution of the Giovanni Matter upon direction of Sellers; and (iii) any claim that the Shareholders' Representative, acting as an agent, attorney-in-fact or in any other representative capacity of the Andrulis Family Sellers in connection with the transactions contemplaxxx xx xhis Agreement, or any Transaction Document, lacks the authority to so act or is acting or has acted in excess of such authority, or that any of such agreements, or any actions taken in connection with the Closing of this Agreement, are not binding on any Andrulis Family Seller or effective to consummate the transactions coxxxxxxxxed by this Agreement as they relate to such And...

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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.
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.
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.
Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.
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.
Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:
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.
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.
Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred to in Sections 3.5(a) and 3.5(b); (b) a certificate signed by a senior officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.
Deliveries by the Seller At the Closing the Seller shall deliver the following instruments and documents to the Buyer or their designees: (a) the Xxxx of Sale as provided in Section 1.1; (b) copies of resolutions of the Seller's Board of Directors authorizing the execution of this Agreement and the consummation of the transactions and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date by the Secretary of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased Assets; (d) the opinion of counsel provided for in Section 6.5; (e) an executed counterpart to the Assumption Agreement as provided in Section 2.3; (f) A certificate, dated as of the Closing Date ("Seller Closing Certificate") and executed by an officer of the Seller, certifying that (i) all representations and warranties of the Seller contained in this Agreement were true and accurate as of the date of this Agreement (unless such representations and warranties expressly speak as of a specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer; (ii) all of said representations and warranties are, by the execution and delivery of the Seller Closing Certificate, made again on and as of the Closing Date and are then true and accurate as though then made (unless such representations and warranties expressly speak as to a specific date other than the date thereof and, in any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer); and (iii) the Seller has performed and complied in all material respects with all the covenants, agreements and conditions required by this Agreement to be performed or complied with by the Seller prior to or on the Closing Date; (g) An executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation Agreement.

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