Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction, or waiver by Seller, of each of the following conditions:
Obligation of Seller. The obligation of Seller to consummate the -------------------- purchase and sale contemplated by the provisions of this Agreement shall be subject to the fulfillment on or prior to the Closing Date of the following conditions (any of which may be waived in writing, in whole or in part by Seller):
Obligation of Seller. The obligations of the Seller under this Agreement shall not be affected by reason of the invalidity, illegality or irregularity of any Receivable.
Obligation of Seller. SELLER shall complete the necessary preparation for DELIVERY of Coal TO THE BUYER MV, in accordance with Article 10.
Obligation of Seller. Seller's trusteeship responsibilities and the warranties and representations made by the Seller herein are made for the benefit of the Buyer and its successors and assignees, shall be deemed made as of the date hereof and as of the date of each Participation Certificate, and shall survive the termination of this Agreement or the liquidation of the Loans sold hereunder.
Obligation of Seller. The Stock Purchase Agreement has been duly executed and delivered by the Seller under the laws of New York and is a valid, binding and enforceable agreement of the Seller except to the extent rights to indemnity under the Stock Purchase Agreement may be limited by applicable law.
Obligation of Seller. If the Closing occurs, Seller shall indemnify, defend and hold the Purchaser and their directors, officers, employees, Affiliates, agents and representatives and their successors and assigns (collectively, the “Purchaser Indemnitees”) harmless for any Loss incurred or suffered by any of them to the extent as a result of or in connection with or involving a:
(i) breach of a representation or warranty by the Seller in this Agreement, either (1) as made as of the date hereof or (2) if the Closing occurs, as hereby expressly re-made as of the Closing, including any “Closing” for an Excluded Asset, but in such event, solely with respect to, and only to the extent such representation or warranty is applicable to such Excluded Asset, (or, in the case of those representations and warranties that are made as of a particular date or period, as of such date or period); or
(ii) breach or nonperformance of any of the covenants or agreements of Seller contained in this Agreement.
Obligation of Seller. Subject to the limitations set forth in -------------------- Section 8(c) of this Agreement, Seller hereby indemnifies and holds harmless Buyer from and against any and all Damages which Buyer may suffer or incur, resulting from, relating to, or arising out of (i) any misrepresentation, breach of warranty, breach of guarantee or nonfulfillment of any of the covenants of Seller in this Agreement or the Related Agreements, (ii) any liabilities or obligations of the Seller arising from or relating to the operation of the business of the Target Office prior to the Closing other than Assumed Obligations; and (iii) any and all Actions arising out of any of the foregoing or out of facts that have occurred on or prior to the date hereof even though such proceeding or claim may not be filed or come to light until after the date hereof.
Obligation of Seller. (a) The parties agree that Seller's obligation under this Agreement is limited to processing the Products in accordance with the cycle parameters referred to in Section 4.1 hereof. Buyer acknowledges that many factors beyond Seller's control can -------------- * Confidential Treatment requested; material filed separately with the Commission.
Obligation of Seller. Seller hereby agrees to indemnify Buyer and its Affiliates, and hold each of Buyer and such Affiliates, harmless from, against and in respect of any and all Losses arising from any of the following:
(a) any breach of any of the representations and warranties made by Seller in or pursuant to Article 2 of this Agreement, without giving effect to any qualification or limitation as to “materiality”, “Company Material Adverse Effect” or similar terms, words or phrases in any such representation or warranty;
(b) the non-performance of any covenants or agreements made by Seller under this Agreement (other than the covenants and agreements contained in Article 1 (except for Section 1.4, which is addressed in the last two sentences of this Section 8.1) and Sections 4.6, 4.8, 5.1, 5.2, 5.5, 5.8, 9.9, 9.10 and 9.14);
(c) the nonperformance of any covenants or agreements made by Seller under Article 1 (except for Section 1.4, which is addressed in the last two sentences of this Section 8.1) or Sections 4.6, 4.8, 5.1, 5.2, 5.5, 5.8, 9.9, 9.10 or 9.14; and
(d) all items listed on Schedules provided by Seller provided, that, each Seller, shall indemnify Buyer and its Affiliates, and hold each of Buyer and such Affiliates, harmless from, against and in respect of any and all Losses arising from the representations and warranties contained in Section 2.1(b) and the first and fourth sentences of Section 2.2 above, the nonperformance of any covenants made by Seller under Section 5.1 and Section 5.2 above, any agreement delivered to Buyer pursuant to Section 6.2(g) or fraud. No party shall make any claim for indemnification under this Agreement in respect of any matter that is taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 1.4. Such adjustment shall be an independent obligation of the parties not subject to any of the limitations of Article 8.
