Repayment Obligations of the Sellers Sample Clauses

Repayment Obligations of the Sellers. From and after the Closing and subject to the provisions of this Article VII:
Sample 1Sample 2
AutoNDA by SimpleDocs
Repayment Obligations of the Sellers. Subject to and in accordance with the provisions of this Article VII, each Seller shall pay to the Purchaser as a repayment of a portion of, and adjustment to, the purchase price, on a euro for euro basis (without the application of any valuation multiple), the amount of any Losses suffered or incurred by the Purchaser or the Company resulting from the failure of any representation or warranty made by such Seller pursuant to Article III, to be true and accurate at the date on which such representations and warranties are made in accordance with the terms hereof.
Sample 1Sample 2
Repayment Obligations of the Sellers. (a) Subject to the provisions of Article 9.4, each of the Sellers shall pay to the Purchaser, as a partial or full repayment of the Purchase Price, the amount of any and all Losses which (i) has its origin or cause prior to Closing and (ii) is actually and directly suffered by the Purchaser, the Company and/or, if the Upper Exit Conditions are met, FM1 and FM2, as a direct result of any breach of any representation or warranty made by such Seller, individually or severally, as set forth in Article IV of this Agreement or (y) any breach of is covenants, undertakings and other obligations set forth in Article IV of this Agreement. From and after the Closing, the right to a partial or full repayment of the Purchase Price provided for in this Article 9.1 shall be the exclusive remedy of the Purchaser for any breach of the covenants, undertakings, representations and warranties of the Sellers set forth in Article IV of this Agreement, save in case of fraud or willful misconduct (dol). With respect to the portion of the Purchase Price attributable to the Contributed Securities pursuant to Article 8.3, the Parties hereby agree that the relevant Contributing Seller shall indemnify and hold harmless the Purchaser or the Acquired Companies to the extent of any repayment obligation under this Article 9.1 corresponding to the Contributed Securities held by such Contributing Seller.
Sample 1
Repayment Obligations of the Sellers. (a) Subject to the provisions of Section ‎8.3, each of the Sellers shall pay to the Purchaser, as a partial repayment of the Closing Purchase Price, the amount of any and all Losses suffered by the Purchaser and/or – at Purchaser's election - any Group Company as a direct result of any breach of any representation or warranty of such Seller set forth in ‎Article 4 of this Agreement. From and after the Closing, the right to a partial repayment of the Closing Purchase Price provided for in this Section ‎8.1 shall be the exclusive remedy of the Purchaser against the Sellers for any breach of the representation or warranty of such Seller set forth in ‎Article 4 of this Agreement.
Sample 1

Related to Repayment Obligations of the Sellers

  • Reimbursement Obligations of the Borrower The Borrower agrees to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrower receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrower as provided in this clause (e) (or any such payment by the Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to each Revolving Credit Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrower with interest thereon computed (i) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (ii) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

  • 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.

  • Conditions to the Obligations of the Seller The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by the Seller:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions of the Obligations of the Purchasers The obligations of the several Purchasers to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • 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.

  • Obligations of the Borrower 13 Section 3.01.

  • Obligations of the Purchaser 4.1 PURCHASER must pay a Reservation Deposit in the amount of R10 000.00 (Ten Thousand Rand) (hereinafter referred to as the "Reservation Deposit") into the trust account of the transferring attorney.

  • OBLIGATIONS OF THE BUYER a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock.

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