Obligations of the Sellers. The obligations and liability of each of the Sellers under this Agreement are several, and no Seller shall be responsible for the obligations of any other Seller under this Agreement. Each representation, warranty, indemnity and covenant made by one Seller under the Agreement is made by, or on behalf of, and with respect to, that Seller only and not any other Seller.
Obligations of the Sellers. When references are made in this Agreement to certain Sellers causing other Sellers or other Affiliate(s) to undertake (or to not undertake) certain actions, or agreements are being made on behalf of certain other Sellers or other Affiliates, “Sellers” for purposes of such clause shall be deemed to mean, respectively, NNI (in the case of a U.S. Debtor) and NNL (in the case of a Canadian Debtor other than NNC and a Non-Debtor Seller).
Obligations of the Sellers. From and after the Closing Date, -------------------------- the Sellers hereby agree severally (and not jointly) to indemnify and hold Buyer and its Affiliates and Persons (other than Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx) serving as officers, directors, partners, stockholders or employees thereof (each individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any and all Losses which any of them may suffer, incur or sustain arising out of, or attributable to, or resulting from any inaccuracy in or breach of any of the representations or warranties of the Sellers (which representations and warranties shall not be deemed to be qualified by references to materiality (or variations thereof) contained therein for purposes of this Section 7.1 and any breaches thereof shall be determined without regard to whether such breaches were material or constituted a Seller Material Adverse Effect for purposes of this Section 7.1), or any nonperformance of any covenant or agreement of the Sellers or the Companies, made in or pursuant to this Agreement or in any Schedule attached hereto or in any other agreement, document, instrument or certificate delivered by the Sellers to Buyer at the Closing pursuant to this Agreement. Each Seller shall be solely and fully responsible, subject to the limitations set forth in Section 7.7, for any Loss arising out of, attributable to or resulting from any inaccuracy in or breach of any representation or warranty or nonperformance of any covenant or agreement made solely by such Seller, it being understood and agreed that any representation, warranty, covenant or agreement made by "such Seller" or by a Seller by name shall be considered to be made solely by each Seller with respect to himself only or solely by the named Seller (any such Losses, "Direct Seller Losses"). With respect to any other Loss for which the Sellers are responsible hereunder, each Seller shall, subject to the limitations set forth in Section 7.7, be responsible for each such Loss pro rata in proportion to such Seller's Purchase Price Percentage with respect to the Earnout Payments.
Obligations of the Sellers. Each Seller agrees with the Underwriter, for the sole and exclusive benefit of the Underwriter, the Underwriters’ officers and directors and each person controlling the Underwriter within the meaning of the Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Certificates from the Depositor, to indemnify and hold harmless the Underwriter against any failure by the Depositor to perform its obligations to the Underwriter hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the Underwriter pursuant to Section 8 hereof. In the case of any claim against any Seller by the Underwriter, any officer or director of the Underwriter or any person controlling the Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any procedures against the Depositor. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between the Depositor and the Underwriter, in accordance with its terms. Very truly yours, NYMT SECURITIES CORPORATION, as Depositor By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: COO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Authorized Signatory Agreed to as to Section 3 and Section 18: By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary Reference is hereby made to that certain Underwriting Agreement, dated March [ ], 2006 (the “Underwriting Agreement”), by and among NYMT Securities Corporation, X.X. Xxxxxx Securities Inc.. The terms and conditions of this pricing supplement are deemed to be incorporated by reference into the Underwriting Agreement as if such terms and conditions were originally described in the Underwriting Agreement. Capitalized terms used herein and not otherwise defined have the meanings assigned in the Underwriting Agreement. By execution and delivery hereof, the parties hereto acknowledge that they agree to the terms described herein. This Pricing Supplement may be amended from time to time as provided in the Underwriting Agreement. To: NYMT Securities Corporation, as Depositor under the Pooling and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated a...
Obligations of the Sellers. In connection with the registration of the 4MC -------------------------- Shares, each Seller shall have the following obligations:
4.1 It shall be a condition precedent to the obligations of 4MC to complete the registration pursuant to this Agreement with respect to the 4MC Shares of a particular Seller that such Seller shall furnish to 4MC such information regarding himself, the 4MC Shares held by him and the intended method of disposition of the 4MC Shares held by him as shall be reasonably required to effect the registration of such 4MC Shares and shall execute such documents in connection with such registration as 4MC may reasonably request. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, 4MC shall notify each Seller of the information 4MC requires from each such Seller (the "Requested Information") if such Seller elects to have any of its 4MC Shares included in the Registration Statement. If at least two (2) business days prior to the anticipated filing date 4MC has not received the Requested Information from a Seller (a "Non-Responsible Seller"), then 4MC may file the Registration Statement without including 4MC Shares of such Non-Responsive Seller and have no further obligations to the Non-Responsive Seller.
4.2 Each Seller by its acceptance of the 4MC Shares agrees to cooperate with 4MC in connection with the preparation and filing of the Registration Statement hereunder, unless such Seller has notified 4MC in writing of his election to exclude all of its 4MC Shares from the Registration Statement.
4.3 Each Seller agrees that, upon receipt of any notice from 4MC of the occurrence of any event of the kind described in Section 3.4 or 3.5, it shall immediately discontinue its disposition of 4MC Shares pursuant to the Registration Statement covering such 4MC Shares until such Seller's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.4 or until such Seller's receipt of notice of withdrawal, recision or removal of the stop order or other suspension referred to in Section 3.5.
Obligations of the Sellers. Each of the Sellers agrees to cause the Company to perform each of its covenants and agreements contained in this Agreement and the Ancillary Documents to be performed prior to or at the Effective Time, and to be responsible for any breach by the Company thereof.
Obligations of the Sellers. Subject to Section 12.06, as consideration for the commitment of the Buyers hereunder, from and after the Closing Date, the Sellers and RWD Canada, jointly and severally, will indemnify, defend and hold harmless the Buyers and their respective successors and assigns, and each of their Affiliates and Representatives and each other Person, if any, controlling such person (each a “Buyers Indemnified Person”) from and against all Damages as a result of, based upon or arising out of, directly or indirectly: (a) any inaccuracy in, or breach or nonperformance of, any of the representations, warranties, covenants or agreements made by the Sellers, RWD Canada and RWD Colombia or any of the equity owners in or pursuant to this Agreement (regardless of any notification pursuant to Section 8.05); (b) the ownership or operation of the Business and/or Acquired Assets by the Sellers, RWD Canada, RWD Colombia or the Equity Owners prior to the Closing Date; (c) any liability of RWD Colombia for Taxes (including without limitation any preparation expense associated therewith) imposed or accrued with respect to any Straddle Period (to the extent such Taxes are allocable to the portion of such period beginning before and ending on the Closing Date) or Taxes imposed or accrued on a periodic basis that are payable with respect to any Straddle Period (to the extent such Taxes are allocable to the portion of such period beginning before and ending on the Closing Date) or Pre-Closing Tax Period, including, but not limited to, the equity Tax established by Law 1370 of 2009 and Decree 1430 of 2010; (d) the Excluded Liabilities; (e) noncompliance with any bulk transfer, bulk sales, retail sales tax legislation with respect to a sale in bulk or similar Law; or (f) the matters disclosed on Schedules 5.08(e), 5.15, and 5.18(b); and (in each case) will reimburse any Buyers Indemnified Person for all reasonable expenses (including the reasonable fees of counsel) as they are incurred by any such Buyers Indemnified Person in connection with investigating, preparing or defending any such action or claim pending or threatened, whether or not such Buyers Indemnified Person is a party hereto; (g) Any Tax arising from administrative or judicial tax proceedings related with Pre-Closing fiscal periods as determined by a court of law.
Obligations of the Sellers. The obligations, liability and indemnification of each of the Seller and the Servicer under this Agreement are joint and several.
Obligations of the Sellers. From and after the Closing, each Seller, jointly and severally, agrees to indemnify, defend and hold harmless the Purchaser, its affiliates (including after the Closing, each SMR Company), and their successors and assigns, and the officers, directors, employees and agents of the Purchaser, its affiliates and their successors and assigns (each a "Purchaser Indemnified Party") from and against any and all Losses which any Purchaser Indemnified Party may suffer, incur or sustain arising out of, attributable to, or resulting from: (a) any breach or nonperformance of any of the covenants or other agreements made by such Seller in Article V of this Agreement and (b) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in Article III of this Agreement; (c)
(i) any solid, liquid or gaseous materials from manufacturing operations which on or prior to the Closing Date were present at, on or under, or migrated or transported to or from the SMR Properties (or any property formerly owned or used by any SMR Company or the Business) in violation of Environmental Law, (ii) any noncompliance with or violation of any applicable Environmental Law or Environmental Permit occurring on or prior to the Closing Date, and (iii) the environmental matters set forth on Schedule 11.2(c) hereof (provided that the Purchaser Indemnified Parties first exhaust all available remedies against the former owner identified on such Schedule 11.2
Obligations of the Sellers. 5.1.1 During the period between the date when the total subscription price defined in Section 2.2 hereof has been credited to the Company’s account and the Registration Date (the “Interim Period”) the Seller shall procure that the Company
a. shall carry on its business in the ordinary and usual course in accordance with all legal requirements, and there shall be no interruption or alteration in the nature, scope or manner of the Company’s business;
b. shall comply with and maintain in all material respects, all licenses, consents and authorisations, the cancellation, revocation or non-renewal of which would have an adverse effect on the business of the Company;
c. shall take all reasonable steps to preserve and protect its business and assets and shall not remove any of its physical assets or otherwise encumber or dispose of any material assets save in the ordinary and usual course of business;
d. shall not sell or otherwise dispose above any stake that the Company has in other business associations without the prior written consent of the Purchaser (except for the winding up of Dataware);
e. shall settle all debts incurred in the ordinary and usual course of business within the applicable periods of credit;
f. shall not enter into any transaction with the Sellers and members of the Sellers’ Group without the prior written consent of the Purchaser;
g. shall not enter into, terminate or amend any contract, transaction or arrangement by the Company that is material (material in this context means any contract, transaction or other arrangement which exceeds a net value of HUF 12 Mio. per calendar year) for performing the Company’s business without the prior written consent of the Purchaser; and
h. shall operate in a manner not to give rise and in general to avoid any adverse change in the business and general operations or status of the Company (financially or otherwise) occurring or threatening.
5.1.2 Furthermore, the Sellers shall procure that none of the following occur during the Interim Period:
a. the creation, or issue of any quota in the Company, the rearrangement or modification of any quota in the Company or any rights attached thereto;
b. the increase or decrease of the registered capital of the Company other than the Initial Capital increase;
c. appointment or recall of any Managers or members of the Supervisory Board of the Company, or the Company’s auditor other than provided for in Section 2.3.1. d hereof;
d. declaration, payment or making any d...
