Sellers' Agreements. The Seller hereby (a) assigns, transfer and conveys the benefits of the representations, warranties and covenants of each Transferor made to the Seller under the Transfer Agreement to the Purchaser Agent for the benefit of the Purchasers hereunder; (b) acknowledges and agrees that the rights of the Seller to require payment of a Rejected Amount from any Transferor under the Transfer Agreement may be enforced by the Purchasers and the Purchaser Agent; (c) certifies that the Transfer Agreement provides that the representations, warranties and covenants described in Sections 4.01, 4.02 and 4.03 thereof, the indemnification and payment provisions of Article V thereof and the provisions of Sections 4.03(j), 6.12, 6.14 and 6.15 thereof shall survive the sale of the Transferred Receivables (and undivided percentage ownership interests therein) and the termination of the Transfer Agreement and this Agreement and (d) agrees that the rights and remedies of the Seller under the Transfer Agreement may be exercised by the Purchaser Agent as assignee of the Seller.
Sellers' Agreements. (a) The sellers participating in such registration shall promptly provide all information concerning the Sellers required to be included in the Registration Statement which is reasonably requested by the Buyer. In the event any of the Registrable Securities are included in an Underwritten Offering, each seller participating in such registration agrees to enter into with the managing underwriter of such offering, and perform its obligations under, (i) an underwriting agreement, in usual and customary form and (ii) a lock-up agreement similar in form and substance to lock-up agreements executed by other executive officers and directors of the Buyer. Notwithstanding anything to the contrary in Section 7.2(g), at any time after the Registration Statement has been declared effective, the Buyer may delay the disclosure of material, non-public information concerning the Buyer the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Buyer and its counsel, in the best interest of the Buyer and, in the opinion of counsel to the Buyer, otherwise required (a "Grace Period"); provided, that the Buyer shall promptly (i) notify the sellers participating in such registration in writing of the existence of material, non-public information giving rise to a Grace Period and the date on which the Grace Period will begin, and (ii) notify the sellers in writing of the date on which the Grace Period ends; and, provided further, that during any consecutive 365-day period, there shall be no more than three Grace Periods, any such Grace Period not to exceed 30 consecutive days in the aggregate and all Grace Periods combined not to exceed 50 days in the aggregate (an "Allowable Grace Period"). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the sellers receive the notice referred to in clause (i) above and shall end on and include the date the sellers receive the notice referred to in clause (ii) above. Upon expiration of the Allowable Grace Period, the Buyer shall again be bound by the first sentence of Section 7.2(g) with respect to the information giving rise thereto.
Sellers' Agreements. The Seller shall have received third party consents to assignment of all Seller's Agreements (other then those listed in Schedule 2.3(a)), Real Property Agreements and Transferable Permits required to transfer such Agreements or Transferable Permits, except those for which arrangements reasonably satisfactory to the Buyer have been made pursuant to Section 6.4(c) and those the failure to obtain which would not have a Material Adverse Effect, and the Seller shall deliver assignments to each of such Seller's Agreements, Real Property Agreements and Transferable Permits;
Sellers' Agreements. Sellers shall as from the date hereof approach, together and in cooperation with Merial, the Third Parties that are parties to the licenses and the agreements Related to the I/SP Business, and use its commercially reasonable efforts (without any obligation to pay money above a de minimis amount or agree to any material contractual concessions) to procure that (i) Merial enter into licenses with the respective Third Parties to replace any of such licenses that are not transferred with the I/SP Group, on terms and conditions no less favorable as a whole than those applicable to the I/SP Group as of the date of this Agreement, and (ii) the Third Parties waive any termination or renegotiation right they may have in the event of a change of control of the I/SP Group pursuant to those agreements, without any adverse change of the terms and conditions of such agreements, in each case at the I/SP Group’s cost. To the extent that any such Contract cannot be transferred or the full benefits of use of any such Contract or any related asset cannot be provided to Sanofi-Aventis following the Closing, then Sanofi-Aventis and Seller shall enter into such arrangements (including subleasing, sublicensing, supplying or subcontracting) to provide to the parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Merial Group and the I/SP Group of the obligations thereunder.
Sellers' Agreements. Notwithstanding any other provisions of this Agreement, the undertakings and agreements of CGLIC, LINA, and LIC in this Agreement conxxxxute agreements and undertakings of each of them individually and not collectively, and any and all such undertakings and agreements are for the benefit of the Purchasers only, and are not intended to nor shall they be construed as conferring any benefit on or creating any rights in favor of the Company with respect to the Sellers or any of them. The Sellers have not verified any matters covered by any representations and warranties of the Company to Purchasers contained in this Agreement, and Sellers shall in no way be deemed to have agreed with any such representations and warranties of the Company (except to the extent covered by specific representations and warranties of Sellers under Section 2 hereof) to have any duty of due diligence or disclosure to the Purchasers with respect to those matters covered by the Company's representations and warranties contained in this Agreement. Further, in the event that the transactions contemplated hereunder and by the Escrow Letter are not timely consummated, Sellers have not waived and each of them specifically reserves any and all rights they and each of them may have with respect to the Company under the terms of the Note Agreement, the Operative Agreements, and any other agreements or documents delivered to them or any of them in connection with the transactions which are covered by or are the subject of the Note Agreement (collectively, the "Sellers' Transaction Documents"). Specifically, and without in any way limiting the generality of the preceding sentence, in the event the transactions contemplated hereunder and by the Escrow Letter are not timely consummated, the Sellers have not and shall not be deemed to have consented to or agreed to the provisions, or to have consented to the deferral of the exercise of any rights they or any of them may have under any of the Sellers' Transaction Documents or to any waiver, modification or amendment of or with respect to any of the Sellers' Transaction Documents, including, without limitation, the rights of the Sellers under Section 4.2(b) of the Note Agreement.
Sellers' Agreements. Except as set forth on Schedule 3.8, Sellers have delivered true and complete copies of all Sellers Agreements (and all material amendments and modifications thereto whether written or, to the Knowledge of Sellers, oral) to Buyer or its representatives prior to execution of this Agreement including, without limitation, each:
Sellers' Agreements. From and after the Effective Date and until the Closing or earlier termination of this Agreement:
Sellers' Agreements. Each of the Sellers severally agrees: -------------------
(a) that upon receipt of a notice of the commencement of a Supplement Delay Period, each Seller will keep the fact of such notice confidential, will forthwith discontinue disposition of its Registrable Securities pursuant to the Shelf Registration Statement during such Supplement Delay Period, and will not deliver any Prospectus forming a part thereof until receipt of the amended or supplemented Shelf Registration Statement or Prospectus, as applicable, as contemplated by Section 2(d)(xii) ----------------- hereof, or until receipt of the Advice;
(b) if so directed by Progress Energy in a notice of the commencement of a Supplement Delay Period, to deliver to Progress Energy (at Progress Energy's expense) all copies, other than permanent file copies then in the Sellers' possession, of the Prospectus covering the Registrable Securities, as the case may be;
(c) sales of such Registrable Securities pursuant to a Shelf Registration Statement shall only be made in the manner set forth in such currently effective Shelf Registration Statement.
Sellers' Agreements. The parties recognize and agree that Purchaser will require access to the Property, and an opportunity to examine certain information with respect to the construction, operation, maintenance, ownership, and management of the Property in order to determine whether to effect the conveyance herein contemplated. Accordingly Seller agrees, upon 24 hours advance notice and subject to the provisions of this Contract, to allow Purchaser and Purchaser's agents reasonable access to the Property prior to the Closing, during normal business hours at Purchaser's sole risk and expense, to conduct such evaluations and inspections as it may deem necessary, including, without limitation, to perform engineering studies, soil tests and environmental assessments and, after specifically notifying Seller as to which tenants it will contact, to conduct tenant interviews, subject to the rights of the tenants under the Leases.
Sellers' Agreements. 1. See Schedule 1.1(93) and Schedule 2.1(d).
2. Service Agreement with Atlantic Coast Alarm, Inc. for monitoring of security systems.
3. Service Agreement with Atlantic Coast Alarm, Inc. for repair of security systems.
4. Service Agreement with JC Ehxxxxx Xx. Inc. for pest control.
