Seller and each Seller Subsidiary currently Sample Clauses

Seller and each Seller Subsidiary currently maintain insurance for reasonable amounts with financially sound and reputable insurance companies, against such risks as companies engaged in a similar business would, in accordance with good business practice, customarily be insured. Neither Seller nor any Seller Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Seller or any Seller Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Seller and each Seller Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any claims submitted under any of its insurance policies. The Seller Disclosure Letter identifies all policies of insurance maintained by Seller and each Seller Subsidiary as well as the other matters required to be disclosed under this Section.
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Related to Seller and each Seller Subsidiary currently

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Buyer Buyer represents and warrants to Seller as follows:

  • Good Standing of the Company and its Subsidiaries The Company and each of its subsidiaries have been duly incorporated or organized, as the case may be, and each is validly existing as a corporation or other entity, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable, and has the corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and its subsidiaries is duly qualified as a foreign corporation or entity, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or equity interest of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

  • Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the law of its jurisdiction of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

  • SELLERS Fenway Panther Holdings, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Asst. Treasurer Address: 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx X. Xxxxxx Signature Page(s) to Stock Purchase Agreement Antares Capital Corporation By: /s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx Title: Duly Authorized Signatory Address: 000 X. Xxxxxx Chicago, IL 60661 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxxxx Xxxxxxxxxxxx Signature Page(s) to Stock Purchase Agreement /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Address: 0000 XX 000xx Xxxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Address: 00000 Xxxxxxx Xxxxx Xxxxx, Ohio 40139 Facsimile: Telephone: 000-000-0000 Attention: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Address: Facsimile: Telephone: Attention: CMFG Life Insurance Company f/k/a CUNA Mutual Insurance Society, successor by merger to CUNA Mutual Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements CUMIS Insurance Society, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements Fast Cat Enterprises, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Manager Address: 0000 Xxxxxxx Xxxx Medina, OH 44256 Facsimile: Telephone: (000) 000-0000 Attention: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Address: 00000 Xxxxx Xxxxxxxx Xxxx Xxxx Xxxx, XX 00000 Facsimile: Telephone: Attention: MEMBERS Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Address: 00000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Address: 0000 Xxxxxxx Xxx Pleasanton, CA 94566 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxxx

  • Seller and Buyer shall work together and cooperate in order to obtain and cause to be delivered to Buyer (for Buyer's use for purposes of obtaining title insurance and confirmatory due diligence in respect of Seller's representations set forth in Section 4.4) and Seller as promptly as practicable following execution of this Agreement, copies of commitments to issue owner's or leasehold title insurance policies ("Title Commitments") for each Site as to ----------------- which Seller has an insurable real property interest ("Insurable Sites") in --------------- accordance with the letter agreement among the Title Company, Seller and Buyer. The costs of obtaining the Title Commitments and title insurance policies pursuant to the Title Commitments (the "Title Policies") (at the rate of $1,100 -------------- per Site up to a maximum of $2,132,900 in the aggregate, which includes "breakage" and "cancellation" fees associated therewith) and fees of the Title Company for attendance at the Closings shall, subject to the last sentence of this Section 6.12(a), be shared equally by Buyer and Seller, and at the Initial Closing, Buyer shall reimburse Seller for Buyer's portion of such costs (to the extent that Buyer's portion of such costs was initially borne by Seller). Except as provided in Section 3.2, any title insurance premiums or costs relating to the Title Policies (other than fees of the Title Company for attendance at the Closings) which are in excess of the $1,100 per Site average or in excess of $2,132,900 in the aggregate shall be paid by Buyer. If, at any proposed Closing (other than the Final Closing) relating to any Insurable Site for which a Title Commitment shall have been issued, Buyer shall be unable to obtain a Title Policy insuring its interest in such Site notwithstanding Buyer's having exercised its commercially reasonable efforts to do so, then, provided that Buyer shall continue to exercise commercially reasonable efforts to obtain such Title Policy, Buyer shall have the right to defer the transfer and assignment of such Site to the next Closing hereunder; provided, however, that, -------- ------- notwithstanding the foregoing, (x) provided that Seller has reasonably cooperated with Buyer in selecting the Sites to be transferred and assigned to Buyer at the Initial Closing, in no event shall Buyer have the right to defer the transfer and assignment of any Site if the effect of such deferral would be that fewer than 350 Sites would be transferred and assigned at the Initial Closing, and (y) Buyer's ability to obtain Title Policies for any or all of the Sites in and of itself shall not be a closing condition hereunder, and any Sites the transfer and assignment of which shall have been deferred pursuant to this sentence shall be transferred and assigned at the next Closing following the date on which Buyer is able to obtain Title Insurance therefor (Buyer hereby agreeing to continue to exercise commercially reasonable efforts to do so) or, if Buyer shall have continued to be unable to obtain Title Insurance therefor, at the Final Closing, regardless of the state of title therefor, subject to the other conditions of this Agreement. Buyer acknowledges and agrees that, unless the conditions set forth in Article VIII shall fail to be satisfied, Buyer shall be obligated to purchase all of the Sites (other than Excluded Sites and Strategic Sites) regardless of the state (or absence) of title thereto, the title defects or other Liens applicable thereto, or the inability to obtain a Title Commitment or Title Policy therefor. Any amounts incurred by Seller pursuant to this Section 6.12 shall be applied toward the Cap described in Section 10.3. Seller's obligations pursuant to the second and third sentences of this Section 6.12(a) shall be determined as if all Excluded Sites and all Strategic Sites were Sites.

  • Existence; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

  • Subsidiaries and Owners; Investment Companies Schedule 6.1.2 states (i) the name of each of the Borrowers' Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the "Subsidiary Equity Interests"), (ii) the name of each holder of an equity interest in the Borrowers (except for Parent), and the amount, percentage and type of such equity interest, and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii). The Borrowers and each Subsidiary of the Borrowers have good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an "investment company" registered or required to be registered under the Investment Company Act of 1940 or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940 and shall not become such an "investment company" or under such "control."

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Liability of the Company and the Master Servicer The Company and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company or the Master Servicer, as applicable, herein.

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