CERTAIN OBLIGATIONS OF SELLERS Sample Clauses

CERTAIN OBLIGATIONS OF SELLERS. In connection with the registration hereunder, and as a condition to the Company's obligations hereunder to any such seller, each seller of Restricted Stock will furnish to the Company in writing such information with respect to such seller and its proposed disposition as shall be reasonably necessary in order to assure compliance with the Securities Act and with other federal and applicable state securities laws. Without limiting the generality of the foregoing, in connection with an underwritten public offering, each selling Holder of Restricted Stock electing such method of disposition agrees to enter into, as required, a written agreement with the managing underwriter (selected in the manner provided elsewhere herein) in such form and containing such provisions as are customary in the securities business for such an arrangement, and to complete and execute all questionnaires, powers of attorney, indemnities, and other documents or instruments reasonably required under such terms of the underwriting arrangements.
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CERTAIN OBLIGATIONS OF SELLERS. 26 5.1 Conduct of Business Pending Closing ............................................ 26 5.2 Ordinary Course ................................................................ 27 5.3
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CERTAIN OBLIGATIONS OF SELLERS. (a) The parties intend that the Sellers' transfer of the Redemption Shares to the Company in exchange for the Excluded Assets as set forth on Schedule 2.1(b) qualify as a transaction described in IRC Section 302(b)(3), and --------------- the parties agree to report such transaction for federal and state income tax purposes in accordance with Schedule 2.1(b) and in a manner wholly consistent with the parties' intent. In the event that the Company shall incur any Tax in excess of $30,000.00 in the aggregate as a result of its acquisition of the Redemption Shares or distribution of the Excluded Assets, Sellers shall pay the Company the full amount of such excess Tax, plus any penalties and interest levied in connection therewith.
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CERTAIN OBLIGATIONS OF SELLERS 
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Related to CERTAIN OBLIGATIONS OF SELLERS

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

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

  • Indemnification Obligations of Seller Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

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

  • Conditions to the Obligations of Sellers The obligations of Sellers under this Agreement are, at their option, subject to the fulfillment of the following conditions prior to or at the Closing Date:

  • Obligations of Seller Upon Sale (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all the Mortgage Loans specifying, among other things, for each Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file (the "Mortgage Loan Schedule") which is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with the Trustee the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so transferred and assigned:

  • Conditions to the Obligations of Seller The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Seller:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):

  • 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:

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