Multiple Sellers. Sellers acknowledge and agree that the representations, warranties, covenants and agreements set forth in Section 30 of the Repurchase Agreement are incorporated herein by reference.
Multiple Sellers. As used in this Agreement, the term “Seller” includes all entities selling any interest in any Property at the Closing. In the event that “Seller” has any obligations or makes any covenants, representations or warranties under this Agreement, the same shall be made jointly and severally by all entities being a Seller hereunder. If Purchaser delivers notice to one Seller hereunder, such notice shall be deemed delivered to each Seller.
Multiple Sellers. Seller and Purchaser acknowledge and agree, subject to the terms and conditions set forth in this Agreement, that the sale of the Property shall occur on an “all or none” basis, subject to the terms and provisions of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the representations, covenants and obligations of each individual Seller under this Agreement or in any document to be delivered at the Closing shall be limited to the representations, covenants and obligations of such Seller set forth in this Agreement or in such document to be delivered at the Closing, as applicable to such Seller and to such Seller’s Property only. The obligations of Seller under this Agreement are not joint and several. No Seller shall be responsible for the obligations of any other Seller under this Agreement or in any document to be delivered at the Closing. No Seller shall be subject to claims, damages or remedies attributable to any breach of this Agreement or in any document to be delivered at the Closing by another Seller. The provisions of this Section 12.21 shall survive Closing or any termination of this Agreement.
Multiple Sellers. (a) Notwithstanding anything herein to the contrary, the entities defined herein as "Seller" shall not collectively perform or be required to perform each of the duties, obligations, terms and provisions of this Agreement, and shall not collectively be bound by the warranties and representations imposed upon Seller under this Agreement. Rather, each duty, obligation, representation, and warranty set forth herein with respect to "Seller" shall be performed, as to each Parcel or the relevant Parcel (as the case may be) by the respective entity that owns the Parcel.
(b) Prior to Closing, the entities that comprise the Seller shall agree among themselves as to the method of allocation of the Purchase Price among them. In no event shall Buyer be entitled to a copy of such separate agreement, nor shall Buyer have any obligation (other than payment in full of the Purchase Price) to assure that the Purchase Price is paid or allocated in accordance with the separate agreement by and among the Sellers.
Multiple Sellers. This Agreement shall be terminable by either Seller or Purchaser prior to the Effective Date. The “Effective Date” shall mean the first date on which the following shall have occurred: (i) Purchaser and Seller shall have executed this Agreement, and (ii) Escrow Agent shall have acknowledged receipt of this Agreement fully executed by Seller and Purchaser.
Multiple Sellers. Each representation, warranty, obligation and agreement of the parties constituting the Sellers shall bind each individual Seller as to the Shares owned by each such Seller, but not as to the Shares owned by other persons constituting the Sellers. For convenience, all Sellers have executed this single Agreement (whether or not done so in counterparts). However, this Agreement shall be construed as if each Seller executed a separate Agreement as to the Shares owned/held by it only, the intent of the parties being that representations, warranties and obligations of each Seller relate exclusively to the Shares owned or held by it and not to the Shares owned or held by any other Seller. The representations, warranties and obligations of Sellers hereunder are not joint and several, but are several only.
Multiple Sellers. Buyer acknowledges that the Property may be owned by both HC III and XX XX. Notwithstanding anything to the contrary, HC III and XX XX shall each only be liable for those representations, warranties, covenants, costs and other obligations of Seller under this Agreement which relate to the portion of the Property that is owned by such party (and not those representations, warranties, covenants, costs and other obligations of Seller under this Agreement which relate to the portions of the Property which are not owned by such party). Notwithstanding anything to the contrary, (i) the representations, warranties, covenants and other obligations of Buyer under this Agreement are made for the benefit of both HC III and XX XX, and HC III and XX XX shall have the right to enforce Seller’s rights and pursue Seller’s remedies under this Agreement either jointly or severally to the extent of their respective interests hereunder, and (ii) the water and mineral reservations contemplated in this Agreement shall inure only to the benefit of the party who currently owns the applicable portion of the Property. Buyer may rely upon any notice or demand given by or on behalf of either HC III or XX XX and may presume any such notice or demand to be binding on both HC III and XX XX.
Multiple Sellers. 30.1 Although there are multiple Sellers in terms of this Agreement, it is recorded that the Sale constitutes one composite and indivisible transaction.
30.2 Save as provided in clause 30.3, each of the Seller's liability to the Purchaser under this Agreement in respect of a Warranty and Indemnity Claim shall be joint in the Sellers' Proportions (and not joint and several).
30.3 Each Seller's liability to the Purchaser under this Agreement shall be several (and not joint and not joint and several) in respect of a breach of any Title Warranties and/or Capacity and Authority Warranties, on the basis that each Seller will only be liable for its own breach of the Title Warranties and/or Capacity and Authority Warranties.
Multiple Sellers. The liability of each Portfolio Seller hereunder, and/or under the documents delivered by Portfolio Sellers at Closing pursuant to this Agreement, is joint and several. The liability of Portfolio Sellers (as a group), on the one hand, and Xxxx West Seller, on the other hand, hereunder, and/or under the documents delivered by Sellers at Closing pursuant to this Agreement, is individual and several, and not joint and several. Notwithstanding anything contained herein to the contrary, each Seller hereby acknowledges and agrees that any notice delivered to Sellers pursuant to Section 19 of this Agreement shall constitute notice to each Seller and all Sellers.
Multiple Sellers. Notwithstanding any other provision of this Agreement to the contrary, it is expressly acknowledged and agreed by Purchaser that Dulles Tech is the owner only of DT Center and the portion of the Improvements located thereon and the Personal Property, Leases, Operating Agreements and Intangibles related thereto. Likewise, it is expressly acknowledged and agreed by Purchaser that Westfields is the owner only of Ridgeview and the portion of the Improvements located thereon and the Personal Property, Leases, Operating Agreements and Intangibles related thereto. Whenever in this Agreement the obligations of Seller are set forth or Seller shall make a representation, warranty or certification, such obligations, warranties, representations and certifications of Seller shall be made by and binding upon Dulles Tech or Westfields, as the case may be, only as to that portion of the Property that it owns. Purchaser acknowledges that this Agreement has been entered into as a single agreement rather than two agreements as a matter of convenience and simplicity, and the liabilities and duties of Dulles Tech and Westfields hereunder shall be independent and several, and not joint, in the same manner as if each of Dulles Tech and Westfields had entered into a separate agreement with Purchaser for the Real Property owned by each party. Notwithstanding the foregoing, however, the purchase and sale of both DT Center and Ridgeview must occur simultaneously as part of a single transaction in accordance with the terms of this Agreement.
