Seller Party Sample Clauses

Seller Party. In entering into this Amendment, each Seller Party represents to Buyer that each of the representations and warranties of such Seller Party (as applicable) set forth in the Framework Agreement and each other Transaction Agreement to which such Seller Party is a party are true and correct in all material respects (except that any representation or warranty that is subject to any materiality qualification is true and correct in all respects) as of the Amendment Date (unless such representation or warranty relates to an earlier date, in which case as of such earlier date).
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Seller Party. Section 7.3 Sellers' Representative.....................................Section 8.11(a) Target Amount.............................................
Seller Party shall not, directly or indirectly: (i) own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, any business which directly or indirectly competes with the Business, and no such party will in any other manner directly or indirectly compete with or become interested in any competitor of the Business; provided that the ownership of less than 1% of the outstanding shares of stock of any class of any corporation which is listed on the New York Stock Exchange, the NYSE Amex Equities or quoted in NASDAQ shall not be prohibited by the foregoing, (ii) call upon, solicit or otherwise do, or attempt to do, any business with any of the customers of the Business, or to take away, interfere or attempt to interfere with any customer, trade business or patronage of the Business, or (iii) interfere with or attempt to interfere with any officers, employees, representatives or agents, direct or indirect, of the Business, or induce or attempt to induce any of them to leave the employ of or violate the terms of their contracts with or obligations to the Business.
Seller Party. (a) Each Seller Party severally warrants in their Respective Proportion to the relevant Buyer Party that each Seller Warranty in respect of their Sale Interests is true and correct and is not misleading or deceptive as at the date of this Agreement and immediately prior to Completion. (b) In respect of each Seller Party each Seller Warranty is a separate warranty in no way limited by any other Seller Warranty and remains in full force and effect following Completion in accordance with its terms.
Seller Party. (a) The Seller Party is the registered holder and beneficial owner of the relevant Sale Interests. (b) The Sale Interests relevant to the Seller Party are free from Encumbrances other than those set out in the relevant Joint Venture Contracts, Permits, Property Interests and Royalty Obligations. (c) No legal proceedings, arbitration, mediation or other dispute resolution process is taking place, pending or threatened, the outcome of which is likely to have a material and adverse affect on the Sale Interests relevant to the Seller Party.
Seller Party. 19 Seller's Alleged Default Date...........................................8
Seller Party. To the extent any of the Acquired Assets are owned by Concera Corporation and such Acquired Assets cannot be assigned to Seller prior to the Closing Date, Concera Corporation shall be treated as the "Seller" of such Acquired Assets under this Agreement for all purposes, including, but not limited to, any related indemnity obligations set forth in Section 13 hereof. [Signature Page Follows] The parties hereto have caused this Agreement to be executed and delivered as of the date and year first above written. SELLER: ACS STATE & LOCAL SOLUTIONS, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------ Xxxx X. Xxxxxxx Vice President BUYER: ARBOR E&T, LLC By: /s/ Xxxx Xxxx ------------------------------ Xxxx Xxxx Vice President As to matters described in Section 14.19 of this Agreement. CONCERA CORPORATION By: /s/ Xxxx X. Xxxxxxx ------------------------------ Name: Xxxx X. Xxxxxxx Title: Vice President For the limited purpose of guaranteeing the performance of Seller's indemnification obligations under Section 13 of this Agreement. ACS: AFFILIATED COMPUTER SERVICES, INC. By: /s/ Xxxx X. Xxxxxxx ------------------------------ Xxxx X. Xxxxxxx Executive Vice President For the limited purpose of guaranteeing the performance by Buyer of its obligations in Section 3 and Buyer's indemnification obligations in Section 13 of this Agreement.
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Seller Party. 1 Servicer ......................................................................................................................................... 31
Seller Party. In entering into this Amendment, each Seller Party hereby makes or repeats (as applicable) to Buyer as of the Amendment Date (or, to the extent expressly relating to a specific prior date, as of such prior date) the representations and warranties set forth in the Framework Agreement and each other Transaction Agreement to which such Seller Party is a party, and such representations and warranties shall be deemed to include this Amendment. Each Seller Party further represents that it has complied in all material respects with all covenants and agreements applicable to it under the Framework Agreement and each of the other Transaction Agreements to which it is a party.

Related to Seller Party

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

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Originator The Person that originated the Mortgage Loan pursuant to a written agreement with the related Mortgagor.

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller's Origination The Seller's decision to originate any mortgage loan or to deny any mortgage loan application is an independent decision based upon the Underwriting Guidelines, and is in no way made as a result of Purchaser's decision to purchase, or not to purchase, or the price Purchaser may offer to pay for, any such mortgage loan, if originated;

  • Purchaser The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • 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.

  • By Sellers Sellers covenant and agree to defend, indemnify and hold harmless Purchaser, its Affiliates and the officers, directors, employees, agents, advisers and representatives of each such Person (collectively, the "Purchaser Indemnitees") from and against, and pay or reimburse the Purchaser Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) any inaccuracy of any representation or warranty made by any Seller herein, or in any certificate delivered by an officer of any Seller pursuant hereto (a "Seller Certificate") or in any Collateral Agreement or in connection herewith or therewith; (ii) any failure of any Seller to perform any covenant or agreement hereunder or under any Collateral Agreement or fulfill any other obligation in respect hereof or of any Collateral Agreement; (iii) any and all Retained Liabilities or Retained Assets; (iv) any and all Taxes (other than payroll Taxes) of any Seller and all Affiliates thereof relating to or arising out of the Business accruing, or with respect to any event or time period occurring, at or prior to Closing; and (v) any and all liabilities in respect of employees of Seller or its Affiliates or Plans except to the extent assumed by Purchaser pursuant to Section 4.3. Cap on Sellers' Indemnification Obligations. Sellers' obligation to indemnify Purchaser Indemnitees pursuant to this Agreement, any Seller Certificate or any Collateral Agreement for breaches or inaccuracies of representations or warranties, and for breaches or failures to perform covenants or agreements or to fulfill any other obligations set forth in this Agreement (except for (x) the Seller Surviving Covenants, and (y) solely to the extent expressly contemplated by this Section 8.9(a), the Environmental Covenants (as defined in this Section 8.9(a))), in any Seller Certificate or in any Collateral Agreement, shall not exceed the amount of funds held in the Escrow Account at the time such claims

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