Capacity and Interests of the Seller and the Ownership Group Sample Clauses

Capacity and Interests of the Seller and the Ownership Group a. Seller and each member of the Ownership Group have each duly authorized the execution, delivery and performance of this Agreement and the other documents referred to in it that are to be executed by them, and, when executed and delivered, this Agreement and each of the other such documents will constitute a legal, valid and binding agreement of the them, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). b. The execution, delivery and performance of this Agreement and the other documents referred to in it (i) do not conflict in any respect with, or constitute a breach or default under, the constitutional documents of the Seller or any member of the Ownership Group, (ii) do not materially violate or materially conflict with any terms and conditions of any material contract to which the Seller or any member of the Ownership Group is a party; (iii) do not in any material respect conflict with any Law generally applicable to the Company, the Seller or any member of the Ownership Group; (iv) will not result in a breach of any order, judgment or decree of any Governmental Body or enforceable undertaking given to any Governmental Body; and (v) do not require notification to or the consent of any Governmental Body or, to the knowledge of the Seller, any person not a party hereto. c. Except only for payments made by Franchisees and Master Franchisees to Company under the relevant Franchise Agreements and Master Franchise Agreements, none of the Seller or any member of the Ownership Group, or any director, officer or executive employee, of any of them, holds an ownership interest in, provides services to, or receives payment from, any Franchisee or Master Franchisee. d. All agreements between the Company, on the one hand, and the Seller or any member of the Ownership Group, on the other hand (including agreements for financing and management) have been terminated as of Closing, and the Company has no obligation (whether to pay money or otherwise) under any such agreement after Closing.
Sample 1
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Related to Capacity and Interests of the Seller and the Ownership Group

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • 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.

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • 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..................................................

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Liability of the Company and the Master Servicer The Company and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company or the Master Servicer, as applicable, herein.

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

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