Joint and Several Liability of Sellers. Each Seller agrees to be jointly and severally liable for the obligations of each Seller hereunder and all representations, warranties, covenants and agreements made by or on behalf of each Seller in the Agreement or in any exhibit hereto or any document, instrument or certificate delivered pursuant hereto shall be deemed to have been made by each Seller, jointly and severally. Each Seller further agrees that, notwithstanding any right of Buyer to investigate fully the affairs of a Seller and notwithstanding any knowledge of facts determined or determinable by Buyer, Buyer has the right to rely fully on the representations, warranties, covenants and agreements of each Seller contained in the Agreement and upon the accuracy of any document, instrument, certificate or exhibit given or delivered hereunder. The joint and several obligation of each Seller hereunder is absolute, unconditional, irrevocable, present and continuing and, with respect to any payment to be made to Buyer, is a guaranty of payment (and not of collectability) and is in no way conditional or contingent upon the continued existence of the other Sellers and is not and will not be subject to any setoffs. Any notice or other communication provided to a Seller pursuant hereto shall be deemed to have been given each Seller and failures to be sent any notice or communication contemplated hereby shall not relieve a Seller from its joint and several liability for the obligations of each Seller hereunder.
Joint and Several Liability of Sellers. AIC hereby acknowledges that it is jointly and severally liable for the obligations of each Seller under the Agreement as set forth in Paragraph 19 of the Agreement.
Joint and Several Liability of Sellers. Each Seller shall be jointly and severally liable for the rights, covenants, obligations, warranties and representations of each other Seller as contained herein and the actions of any person (including another Seller) or third party shall in no way affect such joint and several liability.
Joint and Several Liability of Sellers. Except where this Agreement expressly provides otherwise, obligations, covenants, warranties, representations and undertakings expressed to be assumed or given by two or more Sellers shall in each case be construed as if expressed to be given jointly and severally (and not severally).
Joint and Several Liability of Sellers. Sellers shall be jointly and severally liable for all obligations of each Seller under this Agreement and the Transition Services Agreement.
Joint and Several Liability of Sellers. The liability of the Sellers under this Agreement is joint and several. [Remainder of page intentionally left blank.]
Joint and Several Liability of Sellers. (a) Each of REO Subsidiary and RMS shall be jointly and severally liable for the rights, covenants, obligations and warranties and representations of REO Subsidiary and RMS as contained herein and the actions of any Person or third party shall in no way affect such joint and several liability.
(b) Notwithstanding the forgoing, each Seller acknowledges and agrees that a Default or an Event of Default is hereby considered a Default or an Event of Default by each Seller.
(c) Each of REO Subsidiary and RMS acknowledges and agrees that the Purchaser and Agent shall have no obligation to proceed against either REO Subsidiary or RMS before proceeding against the other. Each of REO Subsidiary and RMS hereby waives any defense to its obligations under this Agreement or any other Program Document based upon or arising out of the disability or other defense or cessation of liability of REO Subsidiary or RMS versus the other. A Seller’s subrogation claim arising from payments to Purchaser or Agent shall constitute a capital investment in another Seller (1) subordinated to any claims of the Purchaser or Agent, as applicable, and (2) equal to a ratable share of the equity interests in such Seller.
Joint and Several Liability of Sellers. Sellers shall be jointly and severally liable to Purchaser for any monies due to Purchaser under this Section 3.5 and such amount shall be an administrative priority expense in Sellers’ bankruptcy cases.
Joint and Several Liability of Sellers. The Parties understand and agree that XXX Xxxxx, Jubilee, PEOF Dropkick, HPP Dropkick and Acorn shall be jointly and severally liable for the liabilities and obligations of Seller under this Agreement, including, but not limited to, Seller’s indemnity obligations pursuant to Article 11, and a default by any person or entity comprising the Seller shall be a default by every person and entity comprising the Seller.
Joint and Several Liability of Sellers. WHICH ARE LEGAL ENTITIES. Subject to the other provisions of this Article, the Sellers which are legal entities are jointly and severally liable for any and all breaches of the representations and warranties set forth in Article 4. Each Seller which is a natural person, however, can only be held liable for any and all breaches of the representations and warranties set forth in Article 4, pro rata the number of shares set forth beside such Seller's name on Schedule 4 hereto.
