Obligation of the Seller Sample Clauses

Obligation of the Seller. 5.1 In case that no breach to the Warrant, the Seller shall undertake:
AutoNDA by SimpleDocs
Obligation of the Seller. 4.1 In case that no breach to the Warrant, the Seller shall undertake:
Obligation of the Seller. Subject to the limitations ------------------------ set forth in Section , the Seller shall indemnify and save harmless the Buyer and its successors and assigns from, against, for and in respect of:
Obligation of the Seller on the Effective Date ---------------------------------------------- On the Effective Date, the Seller will:
Obligation of the Seller. The obligation of the Seller to sell the Receivables and other property to be sold hereunder to the Issuer is subject to the satisfaction of the conditions that the Issuer shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date or such Subsequent Transfer Date; provided, however, that upon payment to the Seller of the Initial Purchase Price or the Subsequent Purchase Price, as applicable, all conditions precedent in favour of the Seller shall be irrebutably deemed to have been satisfied.
Obligation of the Seller and the Principals to Indemnify. Subject to the limitations contained in Section 12, the Seller and the Principals shall indemnify, defend and hold harmless the Buyer and any of its affiliates and assigns from and against any losses, liabilities, damages or deficiencies (including interest, penalties and reasonable attorneys' fees) ("Losses") arising out of or due to:
Obligation of the Seller and the Stockholder to Indemnify. Subject to the limitations contained in Article V and Section 6.04 hereof, Seller and the Stockholder, jointly and severally, agree to indemnify, defend and hold harmless Buyer (and its Affiliates, successors and assigns and their respective officers and directors) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements, but offset by any proceeds from insurance and taking into account the present value of any tax savings to Buyer or Seller resulting from such losses, liabilities, damages, deficiencies, costs or expenses) ("Losses") based upon, arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Seller or the Stockholder contained in this Agreement, (ii) any account payable of Seller accrued through or for services rendered prior to the Closing Date, whether or not set forth in Seller's financial statements provided to Buyer, including, without limitation, all insurance payments, (iii) any and all Taxes due and owing (A) for all taxable periods ending on or before the Closing Date or (B) that are attributable to gain from sale of the Assets, (iv) any liability of Seller that is not an Assumed Liability, or (v) the operation of Seller's Driver Leasing Business prior to the Closing.
AutoNDA by SimpleDocs
Obligation of the Seller. In order to provide supply to the Buyer, the Seller books transmission and storage capacities, corresponding to the Maximum Contractual Yearly Quantity or the Maximum Contractual Monthly Quantity (if applicable in the given contract), at the cooperating natural gas system. The Seller is obliged to hold gas quantities up to the Maximum Yearly Quantity or the Contractual Monthly Quantity (if applicable in the given contract), as indicated in Annex 1 hereto, at the Buyer’s disposal from the Natural Gas quantities procured by the Seller, and to deliver natural gas in the Transmission Period as agreed in the present Contract. The Contract Seller has been entered into for the delivery of the quantity listed in Annex No 1 of the Contract and, if determined, the Maximum Yearly Quantity or the Contractual Monthly Quantity (if applicable in the given contract). The Seller informs the Buyer that, due to the international situation and/or the war/health emergency, the Seller’s performance may be hindered for an unforeseeable period and/or to an unforeseeable extent.

Related to Obligation of the Seller

  • Obligations of the Seller The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2021-A Exchange Note or any 2021-A Lease or 2021-A Vehicle allocated to the 2021-A Reference Pool.

  • CONTINUING OBLIGATION OF THE SELLER SLM ECFC shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period SLM ECFC owned the related Purchased Loan, or (b) a payment made or alleged to have been made to SLM ECFC. Further, SLM ECFC agrees to reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

  • Obligations of the Sponsor The Sponsor agrees to provide the Asset Representations Reviewer with the following: • Reasonable access to the Sponsor; • Complete AUPs; • Required Documents; and • Other related information reasonably requested by the Asset Representations Reviewer to perform the Services hereunder.

  • Conditions to Obligation of the Seller The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Indemnification of the Seller Buyer agrees to indemnify, defend and hold Seller, its directors, officers, employees and agents, harmless from and against any and all Losses based upon, arising out of or otherwise in respect of a breach of any warranty, agreement, covenant or representation made in this Agreement by Buyer or in any statement, document, exhibit or certification furnished by Buyer pursuant hereto.

  • Conditions to Obligation of the Sellers The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:

  • Organization of the Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Liability of the Seller (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

  • Indemnification of the Sellers Subject to the limitations set forth in Article VII hereof, Purchaser shall indemnify and hold harmless each of the Sellers, its Affiliates and successors to the foregoing and the respective Representatives of each such indemnified Person (collectively, the “Seller Indemnified Parties”) from and against any and all Losses paid, suffered or incurred by any Seller Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to:

  • MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!