Obligations of Seller Concerning Obligations Not Assumed Sample Clauses

Obligations of Seller Concerning Obligations Not Assumed a) Purchaser shall assume the liabilities and obligations of the Seller which shall generally include payments due under the Office Lease, general business and office expenses, Service Agreements, equipment leases, vendor invoices not entered into Seller's accounting system as of October 14, 2016, vendor accounts payable not entered into Seller's accounting system as of October 14, 2016, unpaid Stockholders expenses incurred in the ordinary course of business, employee expenses of October 14, 2016, $55,000.00 representing the outstanding principal balance of that certain bank credit line provided by The Bank of New York to Seller and all other expenses inherent in running the Seller’s business (collectively, the "Assumed Liabilities"). Purchaser will not assume or in any way be liable or responsible for, and Seller shall retain all of the liabilities of Seller other than the Assumed Liabilities (the “Excluded Liabilities”), which such Excluded Liabilities shall include, but not limited to any expenses for litigation resulting from or in connection with (a) the gross negligence of Stockholders in the operation of the Business of Seller or (b) the Stockholders willful engagement in illegal conduct, gross misconduct or fraud in the operation of the Business of Seller.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Obligations of Seller Concerning Obligations Not Assumed

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Obligations of Seller Upon Sale (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all the Mortgage Loans specifying, among other things, for each Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file (the "Mortgage Loan Schedule") which is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with the Trustee the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so transferred and assigned:

  • Obligations of Seller at Closing At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

  • Indemnification Obligations of Seller Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

  • Additional Conditions to Obligations of Seller The obligation of Seller to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the Closing Date, of each of the following conditions:

  • Conditions to the Obligations of Sellers The obligations of Sellers under this Agreement are, at their option, subject to the fulfillment of the following conditions prior to or at the Closing Date:

  • Conditions to the Obligations of Seller The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Seller:

  • Obligations of Buyer At the Closing, Buyer shall deliver to Seller the following:

Time is Money Join Law Insider Premium to draft better contracts faster.