The Seller's Indemnity Sample Clauses

The Seller's Indemnity. The Seller agrees to defend, indemnify and hold harmless the Buyer from, against and in respect of any and all demands, claims, actions or causes of action, losses, liabilities, damages, assessments, deficiencies, taxes, costs and expenses, including without limitation, interest, penalties and reasonable attorneys' fees and expenses, asserted against, imposed upon or paid, incurred or suffered by Buyer ("Buyer's Adverse Consequences"): (i) as a result of, arising from, in connection with or incident to (A) any breach or inaccuracy of any representation or warranty of the Seller in this Agreement or in any Instrument of Conveyance, or (B) any breach of any covenant or agreement of the Seller contained in this Agreement or in any Instrument of Conveyance; (ii) as a result of, or with respect to, any and all obligations or liabilities of the Seller, whether known or unknown, asserted or unasserted, contingent or otherwise including, without limitation of the foregoing, any Accrued Employee Benefits which were not listed on the schedule of Accrued Employee Benefits as of the Closing Date; (iii) arising out of any acts, events or circumstances by the Seller prior to Closing Date including, without limitation, any environmental matters; (iv) due to any failure to have obtained any certificate of occupancy, building permit, land use permit and other similar governmental permit or license required to have been obtained prior to the Closing with respect to the property subject to the Passaic Lease; (v) due to, with respect to any governmental permit or license needed to conduct the business to be conducted by the Buyer with the Assets in the manner such business was conducted by the Seller immediately prior to Closing, including, without limitation, any such permit or license not presently possessed by the Seller (collectively, the "Required Permits"), any failure by the parties to have obtained prior to Closing a consent to the transfer to the Buyer of such Required Permit or, if any such Required Permit may not be transferred to the Buyer, the failure by the Buyer to obtain or have on or after the Closing a newly issued governmental permit or license in its own name and covering the same properties or activities as are or would have been covered by the Required Permit; (vi) resulting from any liability of the Seller which is not an Assumed Obligation; and (vii) due to any failure of the Seller to have qualified to do business in any state prior to the Closing Dat...
Sample 1See All (4)
AutoNDA by SimpleDocs
The Seller's Indemnity. The Sellers, from and after the Closing Date, jointly and severally shall indemnify and hold Buyer and its members, directors, officers, agents, employees, Representatives, successors and assigns, harmless from and against any and all damage, loss, cost, obligation, claims, demands, assessments, judgments or liability (whether based on contract, tort, product liability, strict liability or otherwise), including Taxes, and all expenses (including interest, penalties and attorneys’ and accountants’ fees and disbursements) (collectively “Damages”) incurred in a Legal Proceeding or otherwise, and any investigation relating thereto, by any of the above-named Persons, directly or indirectly, resulting from or in connection with: (i) any misrepresentation, breach of warranty or failure to perform any covenant or agreement made or undertaken by the Sellers or Star/Petro in this Agreement or in any certificate delivered to Buyer pursuant to this Agreement; (ii) if the Closing occurs in accordance with Section 9.14 and there are any Unsatisfied Conditions, the amount of any adverse economic effect on the Business or the assets associated with the Business (including any diminution in the fair value of the Business); (iii) the costs and fees of Lxxxxx Brothers Inc., KeyBanc Capital Markets, A Division of McDonald Investments, Inc., and Pxxxx X. Xxxxxxx Company, LP, and any costs or fees associated with the Chase Refinancing Proposal; (iv) the Sellers’ sponsorship, maintenance and termination (if and when terminated) of (a) the Petroleum Heat & Power Co., Inc. Pension Plan for Hourly Employees and (b) the Petroleum Heat and Power Co., Inc. Retirement Plan; and (v) any action, suit, proceeding or claim incident to any of the foregoing.
Sample 1
The Seller's Indemnity. The Buyer shall indemnify and hold Seller harmless from and against any and all claims, demands, obligations, damages, recoveries, liabilities, losses or deficiencies, whether accrued, absolute, contingent, known, unknown or otherwise (including, without limitation, any and all penalties, interest, reasonable attorneys' fees and other costs and expenses relating to any and all actions, suits, proceedings, demands, assessments and judgments), which arise out of, result from, or relate to: The Buyer's ownership or use of the Shares at any time after the Closing Date; or any misrepresentation, breach of warranty, breach of covenant or nonfulfillment of any agreement on the part of the Buyer under this Agreement.
Sample 1
The Seller's Indemnity. 1. The parties agree on the following legal properties of the contractual scope: - the contractual rights consist of the volume specified herein and are not affected by third party claims. In particular, there is no pending dispute or dispute to be expected over the protection right, to the best knowledge of the Buyer; - no technology status, contradictory to the contractual rights with respect to the ongoing registrations of protection rights, or with respect to scientific publications, scientific lectures, press releases and other publications, published before the priority date of patent registration, is known to the Seller in good faith. In particular, from the investigations the latter conducted, it follows that there were no publications that, in the opinion of its attorneys in the patent field, might endanger nationwide and abroad the creation of registered protection rights; - the data in the registration of the protection right submitted to the Buyer are unchanged. Any changes further to the conclusion of this Agreement require the Buyer’s consent; - the data in the registration of the protection right are accurate and complete; - the previous rights of use of third parties are not known to the Seller to the best of its knowledge. No third party was involved in patent development apart from the inventors specified in the patent deeds. The knowledge of third parties not publicly known was not used 2. For this transfer of contractual rights, the Seller is liable under the law.
Sample 1
The Seller's Indemnity. From and after the Closing, the Seller shall indemnify and hold harmless the Buyer and its respective officers, directors, shareholders, employees, agents, successors and permitted assigns (the "BUYER INDEMNIFIED PARTIES") from and against any Claim arising out of or resulting from: (a) the breach of, or the failure to perform or satisfy any of, the representations, warranties and covenants made by the Seller in this Agreement, in any certificate delivered in connection with this Agreement, any exhibit or schedule (or supplements made thereto) attached to this Agreement, any matter set forth in the Disclosure Schedule or any transfer instrument or any other certificate, document, writing or instrument delivered by the Seller pursuant to this Agreement, including, without limitation, the Ancillary Agreements: (b) the failure of the Seller to pay, perform or discharge the Excluded Liabilities; (c) the ownership or operation of the Acquired Assets or the Business prior to the Closing Date (other than the Assumed Liabilities); (d) any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any person or entity with the Seller in connection with the transactions contemplated in this Agreement; (e) any failure of the Seller to comply with applicable bulk sales Laws; and (f) all Lawsuits to the extent that liabilities and obligations resulting therefrom are not caused by the actions or inactions of Buyer. The Seller shall reimburse the Buyer Indemnified Parties for any legal or other expenses incurred by the Buyer Indemnified Parties in connection with defending a Third Party Claim (as defined in SECTION 6.3) as such expenses are incurred; provided however, that the Seller shall be obligated to pay an Indemnity Claim (as defined in SECTION 6.3(a)) through disbursement of amounts held in escrow under the Escrow Agreement only after the procedures set forth in SECTION 6.3(b) have been complied with in full.
Sample 1
The Seller's Indemnity. The Seller agrees to indemnify the Purchaser, its successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys' fees) for any accounts payable for goods supplied or services performed prior to the Adjustment Time to or for either the Seller or the Property, and for any sales taxes and/or hotel/motel occupancy taxes, if any, due in connection with the rental of rooms, the sale of goods or the performance of services prior to the Adjustment Time, including but not limited to interest and penalties. Except as expressly provided in this Agreement, the Purchaser shall not and does not assume or undertake any responsibility for any liability or obligation of the Seller, fixed or contingent, disclosed or undisclosed, and assumes no liability for any claims, debts, defaults, duties, taxes, obligations or liabilities of the Seller of any kind or nature, whether known or unknown, contingent or fixed, all of which shall be retained by the Seller. The Purchaser shall be responsible for accounts payable for goods supplied and services performed after the Adjustment Time so long as such goods and services were incurred in compliance with the terms of this Agreement. The Purchaser shall not be liable for any claim arising out of any act, event or transaction occurring prior to the Adjustment Time in connection with the ownership or operation of the Property or any other property, and the Seller shall and hereby agrees to defend, indemnify and hold the Purchaser harmless from and against any and all costs, expenses, losses or liabilities, including court costs and reasonable attorneys' fees, suffered or incurred by the Purchaser arising out of any such liability or obligation, including, without limitation, any transferee liability.
Sample 1
The Seller's Indemnity. The Sellers shall defend, indemnify, and hold the Buyer harmless from and against: (a) any and all liabilities, obligations, losses, and damages resulting from, or attributable to: (i) any breach of any representation or warranty made by the Sellers in this Agreement, or (ii) any breach or default in the performance by the Sellers of any of the covenants or agreements made by the Sellers in this Agreement; and (b) any and all liabilities, obligations, losses, and damages incurred by the Buyer as a result of the Sellers' non-compliance with any bulk sales law; and (c) any and all liabilities and obligations of the Sellers not expressly assumed by the Buyer pursuant to the provisions of Paragraphs 16 and 17; and (d) any and all costs and expenses. including reasonable attorneys fees, relating to the foregoing, (collectively "Buyer Claims").
Sample 1
AutoNDA by SimpleDocs
The Seller's Indemnity. 1. The parties agree on the following legal properties of the contractual scope: - the contractual rights consist of the volume specified herein. There is no pending dispute or risk of dispute over the protection right; - the Buyer is aware of the current status of the audit procedure, based on the documents provided by the Seller; - the Buyer knows the documents listed in Appendix 2. Apart from the same, the Seller knows no other written statements from offices of inventions, patent auditors, attorneys in the field and commercial offices specialized in patent research, that might affect the registration of the protection right; - the data in the registration of the protection right were supplied on the date of registration of the protection right on an accurate and complete basis, knowingly and in good faith; - the previous rights of use of third parties, included in the scope of contractual rights, are not known to the Seller to the best of its knowledge. No third party was involved in patent development apart from the inventors specified in the patent deeds; - the knowledge of third parties not publicly known was not used. 2. Apart from the warranties under paragraph 1, the Seller makes no other indemnity. 3. To obtain the contractual rights, the Seller is liable under the law.
Sample 1
The Seller's Indemnity. From and after the Closing but subject to Sections 7.3 through 7.9 hereof, the Seller shall indemnify, defend and hold harmless the Buyer and its respective officers, managers, members, employees, agents, successors and permitted assigns (the “Buyer Indemnified Parties”) from and against any Losses arising out of or relating to: (a) the breach of, or the failure to perform or satisfy any of, the representations, warranties and covenants made by the Seller in this Agreement, in any certificate delivered by the Seller at the Closing in connection with this Agreement, or any transfer instrument, or any other certificate, document, writing or instrument delivered by the Seller at the Closing pursuant to this Agreement, including, without limitation, the Ancillary Agreements; (b) the failure of the Seller to pay, perform or discharge the Excluded Liabilities; (c) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any person or entity with the Seller in connection with the transactions contemplated in this Agreement; (d) any claim of a third party against Buyer relating to the ownership or operation of the Acquired Assets or the Business on or before the Effective Time (other than Assumed Liabilities); (e) Product Liabilities, but only to the extent caused by or attributable to products manufactured, sold or distributed, or services performed or rendered by or on behalf of Seller and the Business or any of Seller’s agents prior to the Effective Time; and (f) any liability imposed on Buyer arising out of Seller’s failure to comply with any applicable bulk sales or bulk transfer laws.
Sample 1

Related to The Seller's Indemnity

  • Seller’s Indemnity Seller hereby agrees to indemnify, defend and hold harmless Buyer, and its partners, members, officers, shareholders, directors, employees and agents (collectively, the "BUYER INDEMNIFIED PARTIES") from and against any and all losses, liabilities, fines and penalties and damages (including, without limitation, any damages or injury to persons, property or the environment as provided hereunder), or actions or claims in respect thereof (including, without limitation, amounts paid in settlement and reasonable cost of investigation, reasonable attorneys' fees and other legal expenses), resulting from third party claims (based upon the allegations set forth in such claims and whether or not ultimately successful) to which Buyer and/or the other Buyer Indemnified Parties may become subject or which Buyer and/or the other Buyer Indemnified Parties may suffer or incur, either directly or indirectly, insofar as such losses, liabilities or damages (or actions or claims in respect thereof) arise out of, are with respect to, or are based upon: (i) Seller's breach of any representation or warranty set forth in this Agreement; (ii) Seller's default in the performance of any of Seller's covenants set forth in this Agreement; (iii) Seller's failure to satisfy and discharge any and all obligations of Seller under the Ground Lease, the Loan Documents or any Contracts to which Seller is bound which obligations relate to any time period prior to the Closing; (iv) Seller's failure to fully satisfy and discharge any and all obligations of Seller regarding any current or former employees of Seller including, without limitation, any obligations of Seller for the payment of wages, salaries, benefits and other compensation; (v) Any obligations, liabilities or charges of Seller not expressly assumed by Buyer; or (vi) The operation and management of the Property (including any liabilities incurred with respect thereto) at any time on or prior to the Closing Date.

  • Buyer’s Indemnity THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE MANUFACTURER, EACH OF THE ASSOCIATED CONTRACTORS AND THEIR RESPECTIVE SUBCONTRACTORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR INJURIES TO OR DEATHS OF THE BUYER'S SAID REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8, (II) FOR LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES, AND (III) ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES. WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING SENTENCE, THE BUYER WILL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE SELLER WHERE THE LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM THE SELLER'S, THE MANUFACTURER'S OR ANY OF THE ASSOCIATED CONTRACTORS' OR THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR RESPECTIVE OFFICERS', AGENTS' OR EMPLOYEES' WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

  • Purchaser’s Indemnity Subject to Section 12, to the extent permitted by applicable law, Xxxxxxxxx agrees that it shall indemnify and hold harmless Provider, its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “Provider Indemnified Parties”) from and against any and all Losses incurred by the Provider Indemnified Parties to the extent arising from or out of any claim for or arising out of any injury to or death of any Person or loss or damage to property of any Person to the extent arising out of Purchaser’s negligence or willful misconduct. Purchaser shall not, however, be required to reimburse or indemnify any Provider Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Provider Indemnified Party.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Buyer’s Indemnification Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

  • Seller Indemnity Subject to the provisions of Section 8.04 hereof, Seller shall defend, indemnify and hold harmless Buyer (and their respective directors, officers, employees, agents, affiliates, successors and assigns) from and against any and all demands, claims, payments, defenses, obligations, recoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, proceedings, judgments, losses, damages (including without limitation punitive, exemplary or consequential damages, lost income and profits, interruptions of business and diminution in the value of stock), liabilities, costs, and expenses of any kind (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses, (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants' fees and other costs of defending or investigating any claim hereunder), whether accrued, absolute, contingent, known, unknown, or otherwise as of the Closing Date or thereafter asserted against, imposed upon or incurred by Buyer or its directors, officers, employees, agents, affiliates, successors or assigns by reason of, resulting from, arising out of, based upon, awarded or asserted against or otherwise in respect of: (a) any period or periods of Seller ending prior to the Closing and which involve any claims against Seller, or their respective properties or assets, relating to actions or inactions of Seller or its officers, directors, shareholder, employees or agents prior to Closing, or the operation of the business of Seller prior to the Closing unless such liability relates to an Assumed Obligation; (b) any breach of any representation and warranty contained in this Agreement or any misrepresentation in or omission on the part of Seller contained in any certificate furnished or to be furnished to Buyer by Seller pursuant to this Agreement; and (c) the remedy and right of recovery for any indemnity claim covered hereby shall be limited to the recovery by Buyer of the consideration paid hereunder. The indemnity herein contained shall expire one year following the Closing; provided, however, that if an indemnity claim is asserted prior to such expiration date, but is contested or otherwise not resolved at such expiration date, this indemnity shall expire with respect to such claim only upon resolution of the claim.

  • Buyer Indemnity Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.

  • Seller’s Indemnification Obligations Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify and hold Purchaser, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) harmless from and against any and all claims, obligations, actions, liabilities, damages or expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreement.

  • Indemnity by Seller (a) The Seller shall indemnify the Administrative Agent, the Facility Agents, the Purchasers, the Support Providers and the XX Xxxxx and their respective assigns, officers, directors and employees (each, an “Indemnified Party”) against all liabilities, claims, damages, costs, expenses, or losses (“Losses”) associated with the Facility, excluding, however, (i) Losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified Party or the Indemnified Party’s breach of contract under any Transaction Document or any document delivered pursuant to any of the Transaction Documents, (ii) recourse (except as provided in this Agreement) for uncollectable Receivables or (iii) Losses that are due to or relate to Taxes (which are addressed in Section 10.02). Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties for all Losses resulting from: (i) False or incorrect representations, warranties or certifications of any Xxxxxxxx Party in any Transaction Document or any document delivered pursuant to any of the Transaction Documents; (ii) Failure by any Xxxxxxxx Party to comply with applicable law, rules or regulations related to the Receivables; (iii) Failure to vest in the Administrative Agent (for the benefit of the Purchasers and the XX Xxxxx) a first priority perfected ownership or security interest in the Receivables, the Related Security and the Collections, free and clear of any Liens; (iv) Failure to file, or delay in filing, any financing statements or similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, the Related Security or the Collections; (v) Any dispute, claim or defense of an Obligor (other than discharge in bankruptcy) to the payment of any Receivable including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid or binding obligation of such Obligor, or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto, or any adjustment, cash discount, warranty, rebate, return of product or cancellation with respect to such Receivable; (vi) Failure by any Xxxxxxxx Party to perform any of their respective duties or other obligations or comply with any of their respective covenants under the Transaction Documents; (vii) Any products liability, personal injury or damage suit, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Receivable; (viii) Any third party investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or the use of proceeds of Purchases under this Agreement or the draw under any Letter of Credit, or in respect of any Receivable; (ix) Commingling of Collections with any other funds of any Xxxxxxxx Party or any set-off against Collections by any credit card servicers; (x) Third party claims arising from the Seller’s, any Originator’s or the Servicer’s administration of the Receivables; (xi) The sale of any Receivable in violation of applicable Law; (xii) Any setoff by any Obligor; (xiii) Any Letter of Credit issued pursuant to this Agreement or the use of the proceeds thereof by the applicable beneficiary or any affiliate, agent, employee or assignee thereof; (xiv) The failure of the Seller or any Originator to pay when due any sales, excise, business and occupation, property or other similar taxes payable in connection with the Receivables; (xv) Any action or omission by any Xxxxxxxx Party which reduces or impairs the rights of the Administrative Agent, the Facility Agents, the Purchasers or the XX Xxxxx with respect to any Receivable and the Related Security and Collections with respect thereto or the value of any such Receivable and the Related Security and Collections with respect thereto; (xvi) Any dispute, suit or claim arising out of any provision in any Contract restricting or prohibiting sale and assignment of the related Receivables; (xvii) Overstatement of the balance of any Receivable due to provisions of the related Contract relating to retainage, data assumptions, cash on delivery sales, or bill and hold sales, or other similar provisions of comparable effect; and (xviii) Any dispute, suit or claim arising out of the efforts to collect on a Reassigned Receivable. Except as set forth in Section 10.01(a)(xiv) above, all obligations of the Seller with respect to Taxes are addressed in Section 10.02.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!