Obligation of the Seller Sample Clauses

Obligation of the Seller. 5.1 In case that no breach to the Warrant, the Seller shall undertake: 5.1.1 any indebtedness, duty and obligation on the Transfer Assets existing before and on the Closing Date raised by virtue of any restriction of rights, regardless of such obligation raised before or after the Closing Date; and 5.1.2 any third party’s claim or obligation in respect of the Transfer Assets result from any do or no-to-do by the Seller before or on the Closing Date.
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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: (a) any Loss incurred or required to be paid which arises out of or relates to (i) a state of facts as a result of which any representation or warranty made by the Seller in this Agreement is untrue, inaccurate or misleading in any respect, or (ii) the breach of any covenant or agreement made by the Seller in this Agreement; and (b) any Litigation Expense incurred or required to be paid in connection with any Action incident to any matter indemnified against in paragraph (a).
Sample 1
Obligation of the Seller on the Effective Date ---------------------------------------------- On the Effective Date, the Seller will: (a) Deliver to the Purchaser the Assets, as set forth in Section 1.02, as shall be capable of physical delivery; (b) Execute, acknowledge (if appropriate) and deliver to the Purchaser a xxxx of sale and all such deeds, endorsements, assignments or other instruments of conveyance, assignment and transfer as shall be reasonably necessary or advisable to consummate the sale and transfer to the Purchaser of the real property and other purchased assets; (c) Make available to the Purchaser cash or immediately available funds equal to the Preliminary Transfer Amount, as set forth in Section 1.03. (d) Assign, transfer and deliver to the Purchaser such of the following records pertaining to the Deposit Liabilities, Loans, safe deposit business and other business to be assumed by the Purchaser and any other records reasonably requested by the Purchaser that exist and are in the Seller's possession, and as are necessary to enable the Purchaser to service said deposit accounts and Loans on a continuing basis, including, signature cards, retirement account files, orders and contracts between the Seller and customers of accounts to be transferred hereunder; taxpayer identification number certifications and records relating thereto, provided, the Seller's Corporate Tax Department has authorized the release of such records, otherwise they will be delivered to the Purchaser, on a timely basis after the Effective Date; and Loan files and records. The Purchaser agrees that it will preserve and safely keep, for as long as may be required by applicable law, and in any event for a period of time of not less than seven (7) years, all of the signature cards, order, contracts, forms, taxpayer identification number certifications, and records herein above referred to for the joint benefit of itself and the Seller, and that it will permit the Seller and its representatives to inspect, and make extracts from or copies of, any such signature cards, orders, files, contracts, forms, taxpayer identification number certifications or records, at any reasonable time, and at the expense of the Seller, as shall be reasonably necessary to the Seller for purposes of its records. The Seller agrees that it will preserve and safely keep, for as long as may be required by applicable law, and in any event for a period of time of not less than seven (7) years, all of the files, books of accoun...
Sample 1
Obligation of the Seller. The Seller shall indemnify and save harmless the Buyer and its successors and assigns from, against, for and in respect of: (a) any Loss incurred or required to be paid which arises out of or relates to (i) a statement of facts as a result of which any representation or warranty made by the Seller in this Agreement is untrue, inaccurate or misleading in any respect, or (ii) the breach of any covenant or agreement made by the Seller in this Agreement or any Transaction Document; and (b) any Litigation Expense incurred or required to be paid in connection with any Action incident to any matter indemnified against in paragraph (a).
Sample 1
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.
Sample 1
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.
Sample 1
Obligation of the Seller on the Effective Date --------------------------------------------------- On the Effective Date, the Seller will: (a) Deliver to the Purchaser the Assets, as set forth in Section 1.02, as shall be capable of physical delivery; (b) Execute, acknowledge (if appropriate) and deliver to the Purchaser a xxxx of sale and all such deeds, endorsements, assignments or other instruments of conveyance, assignment and transfer as shall be reasonably necessary or advisable to consummate the sale and transfer to the Purchaser the purchased assets; (c) Make available to the Purchaser cash or immediately available funds equal to the Transfer Amount, as set forth in Section 1.04. (d) Assign, transfer and deliver to the Purchaser such of the following records pertaining to the Deposit Liabilities to be assumed by the Purchaser and any other records reasonably requested by the Purchaser that exist and are in the Seller's possession, and as are necessary to enable the Purchaser to service said deposit accounts on a continuing basis: (1) Signature cards, retirement account files, orders and contracts between the Seller and customers of accounts to be transferred hereunder, taxpayer identification number certifications and records relating thereto; and
Sample 1
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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.
Sample 1
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: (i) a breach of any representation, warranty, covenant or other agreement of the Seller or either Principal contained in this Agreement or in any document or other writing delivered by the Seller or either Principal pursuant hereto; (ii) any liability or obligation not assumed by the Buyer pursuant to Section 2.1, including, without limitation, any liability to which it may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected, at the request of the Seller, without compliance with the provisions of any Bulk Sales Act or any similar statute as enacted in any jurisdiction, domestic or foreign; or (iii) any Products Liability (as hereinafter defined) arising at any time on or prior to the Closing Date. For purposes of this Agreement, the term "Products Liability" means any liability to which the Seller (or the Buyer or any affiliate thereof as successor to any business of the Seller) may become subject insofar as such liability arises out of or otherwise relates to any express or implied representation, warranty, agreement or guaranty made or claimed to have been made by the Seller (or the Buyer or any affiliate thereof as successor to any business of the Seller), or imposed or asserted to be imposed by operation of law, in connection with any service or product prepared, created or sold by the Seller (or the Buyer or any affiliate thereof as successor to any business of the Seller); or
Sample 1

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 2024-B Exchange Note or any 2024-B Lease or 2024-B Vehicle allocated to the 2024-B 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.

  • Obligation of the Company In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

  • 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 sell the Receivables to the Depositor is subject to the satisfaction of the following conditions:

  • OBLIGATIONS OF THE SUPPLIER In addition to the Article 4.2 of the GPC, it is specified that:

  • Conditions to Obligation of the Sellers The obligation of the Sellers to proceed with Closing and consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions (any or all of which may be waived in writing by Sellers): (i) the representations and warranties of the Buyer and the Parent set forth in (S) 3B and (S) 4B above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer and the Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Sellers to own the Parent Shares, or (D) affect adversely in any material respect the right of the Buyer to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Buyer and the Parent shall have delivered to the Seller certificates to the effect that each of the conditions specified above in (S) 6(B)(i)-(iii) is satisfied in all respects; (v) the Buyer and the Parent shall have delivered to the Seller certified resolutions of their respective Boards of Directors, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; (vi) the Buyer shall have (a) obtained the full and final releases of Xxxxxxx'x guarantee of the CitiBank Debt or (b) paid in full the CitiBank Debt; (vii) the Buyer shall have received from Senior Lender approval to fund this transaction under its acquisition line; (viii) the Buyer shall have caused the Company to enter into the Xxxxxxx Employment Agreement; (ix) the Sellers shall have received from counsel to the Buyer an opinion in the form of EXHIBIT F-2 hereto and reasonably acceptable to both the Buyer and the Sellers, addressed to the Sellers, and dated as of the Closing Date containing such assumptions and qualifications as may be reasonably acceptable to the Seller's legal counsel; (x) the Buyer shall have entered into the Shareholders' Agreement and the Registration Rights Agreement on terms and conditions reasonably satisfactory to Sellers; (xi) the Buyer shall have entered into the Pledge Agreement with the Seller; and (xii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller.

  • 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 The Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by the Seller and with respect to its representations and warranties expressly set forth hereunder.

  • Obligation of the Parties 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities regulators requiring such filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund. The Fund shall bear the costs or registration and qualification of its Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Fund or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be borne by the Company. In the event that the Company requests that the Fund or its designee provide the Fund's prospectus in a "camera ready" format, the Fund shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 2.3 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Fund or its designee. The Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Contract funded by the Shares. The Fund or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement. 2.4 The Fund or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners. 2.5 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of each prospectus for the Contracts or statement of additional information for the Contracts in which the Fund or its investment adviser is named prior to the filing of such document with the SEC. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser is named, at least five Business Days prior to is use. No such prospectus, statement of additional information or material shall be used if the Fund or its designee reasonably objects to such use within five Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Fund Shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Fund, Fund-sponsored proxy statement, or in sales literature or other promotional material approved by the Fund or its designee, except with the written permission of the Fund or its designee. 2.7 The Fund shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except with the written permission of the Company. 2.8 The Company shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Account under the 1940 Act from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.

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