We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Seller Data Sample Clauses

Seller Data. All Data are covered by Seller's limited warranty statements that are provided with the products or otherwise made available.
Sample 1Sample 2
Seller Data. Seller has made available to Purchaser its corporate minutes, articles and bylaws, books and records, all material contracts, summaries of all loans and all leases, evidence of all bank accounts, an accurate and complete list of each insurance policy currently providing coverage for the real and personal property owned, operated or leased together with copies of such policies, information regarding employee compensation and benefit plans, a list of all outstanding workers compensation and unemployment claims, all licenses and permits that Seller has with respect to its operations, and all outstanding citations or complaints relating to environmental, health or safety laws or regulations (collectively, the "Seller Data"). Seller acknowledges that Purchaser has relied on the Seller Data in deciding to execute this Agreement and consummate the transactions contemplated hereby.
Sample 1Sample 2
Seller Data. All right, title and interest in and to the data generated or stored in the Seller IT Systems or otherwise included in the Seller Intellectual Property and all other information (including personal information regarding any Person) that is material to operation of the RFG Business and contained in any database used or maintained by a Seller Party (collectively, the “Seller Data”) is owned by the applicable Seller Party, free and clear of all Encumbrances except Permitted Encumbrances. Seller has established and is in compliance with a written information security program covering Seller that (i) includes safeguards for the security, confidentiality, and integrity of transactions and confidential or proprietary Seller Data; and (ii) is designed to protect against unauthorized use, access, interruption, modification or corruption of the Seller IT Systems, Seller Data, and the systems of any Third Party service providers that have access to Seller Data or Seller IT Systems. Seller tests such information security program on a periodic basis, and such program has proven effective upon testing in all material respects. ​ ​
Sample 1
Seller Data. Seller has made available to Purchaser its corporate minutes, articles and regulations, books and records, all material contracts, all loan documentation, all notes, all leases, evidence of all bank accounts, an accurate and complete list of each insurance policy currently providing coverage for the real and personal property owned, operated or leased together with copies of such policies, information regarding employee compensation and benefit plans, a list of all outstanding workers compensation and unemployment claims, all licenses and permits that Seller has with respect to its operations and with respect to the operations of the Gilpxx xxx the Joint Venture, and all outstanding citations or complaints relating to environmental, health or safety laws or regulations (collectively, the "Seller Data"). Seller acknowledges that Purchaser has relied on the Seller Data in deciding to execute this Agreement and consummate the transactions contemplated hereby.
Sample 1
Seller Data. ‌ 8.1 All Seller Information is and remains the sole property of AutoFlip. 8.2 When collecting, storing, disclosing, and using Seller Information the Buyer must comply with: (a) the Privacy Act; (b) any AutoFlip privacy policy notified to the Buyer by AutoFlip; (c) all other applicable laws; and (d) all directions of AutoFlip, when collecting, storing, disclosing, and using Seller Information. 8.3 If the performance of the Buyer’s obligations under this Agreement involves the handling of Personal Information,‌ the Buyer must: (a) comply with the Privacy Act as if it were an APP entity (as that term is used in the Privacy Act); (b) comply with all requests or directions of AutoFlip in connection with an obligation on AutoFlip under the Privacy Act; (c) not transfer that Seller Information outside Australia or allow persons outside Australia to have access to that Seller Information; and (d) take all necessary steps to ensure that such Seller Information is protected against misuse, loss and unauthorised access. 8.4 Without limiting clause 8, the Buyer must not:‌ (a) establish or maintain a database of Seller Information other than as is strictly necessary to carry out its obligations under this Agreement or as required by law; or (b) add Seller Information to any marketing database, or otherwise use Seller Information for any marketing or promotional purpose, including soliciting business for aftermarket products or services. 8.5 Provided that the Buyer complies with clauses 8.3 and 8.4, nothing in this Agreement prevents the Buyer from providing goods or services to a Seller where the Seller has independently approached the Buyer for the goods or services.
Sample 1
Seller Data. Seller owns all right, title and interest in and to each element of Seller-Owned Data. Seller has the right to Process all Seller-Owned Data without obtaining any permission or authorization of any Person. Other than as set forth on Schedule 4.6(i)(iii) of the Disclosure Letter, Seller has not entered into any Contract governing any Seller-Owned Data or to which Seller is a party or bound by, except the standard terms of use entered into by third-party users (copies of which have been provided to Buyer).
Sample 1
Seller Data. 24.1 Purchaser will ensure that all Seller personal information is held in accordance with the data privacy and security provisions of applicable law and Payoneer’s published Privacy Policy (available at wxx.xxxxxxxx.xxx/xxxxxxx). Seller’s use of the Capital Advance Service is subject to the Privacy Policy which Seller agrees to as part of these Terms and Conditions. Purchaser in its sole discretion may amend the Privacy Policy by an update on the Privacy Policy page of the Payoneer website. Seller may review the Privacy Policy at any time by clicking on the Privacy Policy section on the Payoneer website. 24.2 SELLER ACKNOWLEDGES AND AGREES THAT PURCHASER RESERVES THE RIGHT TO ACCESS AND DISCLOSE PERSONAL DATA RELATING TO SELLER TO COMPLY WITH ALL APPLICABLE LAWS AND LAWFUL REQUESTS FROM GOVERNMENT AND/OR OTHER REGULATORY AUTHORITIES, AND/OR TO PROTECT PURCHASER, ITS CUSTOMERS AND OTHER USERS; AND TO DISCLOSE PERSONAL DATA TO THIRD PARTIES IF PURCHASER HAS REASONABLE REASON TO BELIEVE SELLER’S USE OF THE SERVICE IS IN VIOLATION OF THESE TERMS OR IF PURCHASER IS OTHERWISE OBLIGED OR NEEDS TO DISCLOSE SUCH INFORMATION TO ANY RELEVANT AUTHORITY.
Sample 1
Seller Data. Seller has made available to Purchaser its corporate minutes, articles and regulations, books and records, all material contracts, all loan documentation, all notes, all leases, evidence of all bank accounts, an accurate and complete list of each insurance policy currently providing coverage for the real and personal property owned, operated or leased together with copies of such policies, information regarding employee compensation and benefit
Sample 1

Related to Seller Data

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

  • Seller Information The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish, and such seller shall furnish, to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing.

  • Seller Deliverables At the Closing, Seller shall take the following actions (or cause such actions to be taken): (i) deliver to Purchaser a copy of the Escrow Agreement, duly executed by Xxxxxx; (ii) deliver to Purchaser a certification from the Company that complies with Section 1445 of the Code and Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h), dated as of the Closing Date and executed by a responsible corporate officer of the Company, certifying that the Company Shares are not “United States real property interests” (within the meaning of Section 897(c)(1) of the Code), which the Purchaser is hereby authorized to deliver to the Internal Revenue Service on behalf of the Company after the Closing; provided that, if no such certificate is delivered at the Closing, Purchaser’s sole remedy shall be to deduct and withhold pursuant to Section 3.6 of this Agreement; (iii) to the extent that the Company Shares are in certificate form, deliver to Purchaser stock certificates evidencing the Company Shares, free and clear of all Encumbrances, other than restrictions on transfer imposed by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer Tax stamps affixed thereto, and to the extent that the Company Shares are not in certificate form, deliver to the Purchaser stock powers or other instruments of transfer duly executed in form for transfer, free and clear of Encumbrances, with respect to the Company Shares and such other documentation as is reasonably required to transfer the Company Shares in full to Purchaser; (iv) deliver to Purchaser (a) duly executed payoff letters (each, a “Payoff Letter”) in form and substance reasonably satisfactory to Purchaser from all financial institutions and other Persons to which any of the Indebtedness listed in Section 2.3 of the Company Disclosure Schedule is owed, or the applicable agent, trustee or other representative on behalf of such Persons, each of which Payoff Letters shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other outstanding and unpaid obligations related to such Indebtedness as of the Closing Date (the “Payoff Amount”) and (y) state that all indebtedness, commitments, obligations (including guarantees) in respect thereof (subject to contingent indemnification obligations not yet accrued and payable and other obligations that expressly survive pursuant to the terms governing such indebtedness) and Encumbrances in connection therewith on the assets of the Company or any of its Subsidiaries shall be, substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the Persons holding such Indebtedness, discharged and terminated in full and released or arrangements reasonably satisfactory to Purchaser for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then-outstanding letters of credit or similar Indebtedness thereunder and (b) all documents, filings, and instruments necessary or customary to evidence the termination and release referred to in the preceding clause (a) (the “Release Documents”, together with each Payoff Letter, the “Payoff Documentation”); (v) deliver to Purchaser the resignations referred to in Section 7.16; and (vi) deliver to Purchaser the closing certificate contemplated by Section 8.2(c).

  • Client Records 26.2.1 CONTRACTOR shall prepare and maintain accurate and complete records of clients served and dates and type of services provided under the terms of this Contract in a form acceptable to ADMINISTRATOR. 26.2.2 CONTRACTOR shall keep all COUNTY data provided to CONTRACTOR during the term(s) of this Contract for a minimum of five

  • Seller Deliveries At the Closing, Seller shall deliver to Purchaser: (a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing; (b) A xxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults; (c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”); (d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease Assignments”); (e) An Officer’s Certificate in substantially the form of Schedule 3.5(e); (f) The Memorandum of Understanding; (g) The Draft Closing Statement; (h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and (i) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.

  • Purchased Assets Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

  • Receivable Files Complete There exists a Receivable File pertaining to each Receivable. Related documentation concerning the Receivable, including any documentation regarding modifications of the Contract, will be maintained electronically by the Servicer in accordance with customary policies and procedures. With respect to any Receivables that are tangible chattel paper, the complete Receivable File for each Receivable currently is in the possession of the Custodian.

  • SELLERS s/ Xxx Xxxxxx ------------------------------------ Xxx Xxxxxx

  • Buyer Information True and complete copies of all documents listed in the Buyer Disclosure Schedule have been made available or provided to Seller. The books of account, stock record books and other financial and corporate records of Buyer and the Buyer Subsidiaries, all of which have been made available to Seller, are complete and correct in all material respects.

  • By Sellers Sellers, jointly and severally, shall indemnify, save and hold harmless Buyer (before and after the Closing) and the Corporation (after the Closing only) from, against and in respect of the following (individually a "Loss" and collectively "Losses"): (i) any and all loss, liability, deficiency or damage suffered or incurred by Buyer by reason of (A) any untrue representation or breach of warranty or (B) nonfulfillment of any covenant or agreement by Sellers or the Corporation in this Agreement or in any agreement, instrument or other writing delivered to Buyer by Sellers or the Corporation pursuant to or in connection with this Agreement; (ii) any claim against the Corporation or Buyer for (x) a finder's fee, investment banker's fee, or brokerage or other commission or (y) for legal expenses, in each case by any Person for services alleged to have been rendered at the instance of the Corporation or Sellers with respect to this Agreement or the transaction contemplated by this Agreement; (iii) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation relating to any claim, suit, litigation or proceeding with respect to events occurring prior to the Closing Date which is not fully reserved for on the Corporation's Financial Statements or Interim Financial Statements, except to the extent covered by insurance, including, but not limited to, any claim by any Person that any of the Corporation's operations failed to comply with any applicable Governmental Requirement; (iv) any liabilities and obligations for Taxes which are or shall be incurred with respect to the operation of the Corporation on or prior to the Closing Date; (v) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation in connection with any Employee Plan with respect to the operation of the Corporation on or prior to the Closing Date which is not fully reserved for on the Corporation's Financial Statements or Interim Financial Statements; (vi) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation caused by or arising out of the generation, treatment, handling, storage or disposal of Hazardous Substances or noncompliance with any Environmental Laws prior to the Closing Date regardless of whether or not the matter or matters giving rise to any such Losses were disclosed to Buyer in Schedule 4.19 or known by Sellers at the date of this Agreement; and (vii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, (including, but not limited to, legal fees and expenses) incident to any of the foregoing or incurred in enforcing this Agreement or any agreement provided for in this Agreement. With respect to any Losses covered by Sellers' indemnification obligations under Section 9.2(a)(i)(A), the Sellers shall have liability for such Losses only if the aggregate amount of any such Losses exceed Fifty Thousand Dollars ($50,000), in which case Sellers shall indemnify Buyer for all Losses (beginning with the first dollar thereof); provided, however, that such limitation shall not apply to any other Losses covered by Section 9.2(a) nor to any Losses incurred as a result of fraud.

Most Referenced Clauses

Most Referenced Definitions