Neither Seller nor Buyer shall have any obligation to indemnify and hold harmless the other with respect to Sections 7.1(a) or 7.2(a) until the aggregate of all claims against Seller or Buyer, as the case may be, in respect thereof (including claims previously made) exceeds $50,000 and thereafter, Seller and Buyer, as the case may be, shall indemnify and hold harmless the Buying Interests or the Selling Interests, as the case may be, on a first dollar basis. Seller shall have no obligation to indemnify and hold harmless Buyer with respect to Section 7.1(a) after the aggregate amount of claims paid by Seller with respect to Section 7.1(a) equals one hundred percent (100%) of the Purchase Price.
Neither Seller nor Hotel Manager has filed any notice of protest or appeal against, or commenced proceedings to recover, real property tax assessments against the Hotel Parcel or the Hotel Improvements (excluding those, if any, that have already been resolved).
Neither Seller nor the Company has filed with the IRS any request for a ruling with respect to the Company or any of the Company's Assets, services or products.
Examples of Neither Seller in a sentence
Neither Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.
Neither Seller nor, to Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.
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.
Neither Seller nor the Servicer shall have the right to assign its rights or obligations under this Agreement.
Neither Seller nor any agents shall be bound to implied warranty of any kind or nature, whether as to habitability, fitness for a particular purpose or otherwise relating in any way to the Property or its condition, quality or size, except as expressly set forth in this Agreement or any Seller property disclosure document.
More Definitions of Neither Seller
Neither Seller nor Buyer shall take, nor shall they permit any affiliate to take, any position for federal income Tax purposes that is inconsistent with the Section 338(h)(10) Election or the information set forth in the Form 8023 executed by Seller and Buyer with respect to the Section 338(h)(10) Election, unless required to do so pursuant to a final "determination" within the meaning of Code Section 1313.
Neither Seller nor Shareholder has received any notice of any alleged violation of any law, rule or regulation which have not been remedied. Seller is, and at all times in the past has been, in compliance with all environmental statutes, rules and regulations, and there are no environmental conditions at any Location which are in violation of any environmental law, rule or regulation, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act and any other state, local or federal law, ordinance, regulation, order or requirement concerning the air, water, soil or handling, storage, treatment or disposal of materials, the violation of any of which would have a material adverse effect on the Assets or the business conducted at the Locations. To the best knowledge of Seller or Shareholder, no landlord at either Location has violated any environmental law, rule or regulation, and the real property and improvements at each Location are in compliance with all applicable laws, rules and regulations including the Americans with Disabilities Act. As used in this Section 10(k) and only this Section
Neither Seller nor the Leased Facility is in violation of any Environmental Law, or subject to any pending or, to the Best of Seller's Knowledge, threatened Proceeding relating to an alleged violation of, or non- compliance with, any Environmental Law. Neither Seller nor the School has generated, transported, stored, treated or disposed of, nor has either of them allowed or arranged for any third persons to generate, transport, store, treat or dispose of, any Hazardous Substance to or at: (a) any location other than a site lawfully permitted to receive such Hazardous Substance for such purposes or (b) any location designated for remedial action pursuant to federal, state or local statute and relating to the environment or waste disposal; nor, to the Best of Seller's Knowledge, has Seller or the School performed, arranged for or allowed by any method or procedure such transportation or disposal in contravention of any Legal Requirements, except where such violation would not have a material adverse affect on the business or operations of Seller or the School. Except as set forth in Schedule 4.19 attached hereto, neither Seller or the School has received notification of, nor is it aware, of, any past or present failure by Seller or the School to comply with any Environmental Law, including without limitation the requirements of any Licenses or Permits issued pursuant to any Environmental Law. Except as set forth on Schedule 4.19, to the Best of Seller's Knowledge, the Leased Facility does not contain asbestos or polychlorinated biphenyls or any underground storage tanks. Except as set forth on Schedule 4.19 neither Seller or the School has received any notice of any violations of the Occupational Safety and Health Act, as amended, or any similar state or local Legal Requirement.
Neither Seller has any Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.
Neither Seller nor to Seller's knowledge any Affiliate has an interest, directly or indirectly, in any business, corporate or otherwise, which is in competition with the Subsidiaries' respective businesses, except for ownership, in the aggregate, of not more than five percent (5%) of any class of securities of a publicly traded entity with respect to which neither Seller nor any such Affiliate participates in any way in the management, operation or control of such entity.
Neither Seller nor any Seller Entity shall directly or indirectly, through any officer, director, agent or otherwise, solicit, initiate or encourage submission of any proposal or offer from any person or entity (including any of its or their officers or employees) relating to any liquidation, dissolution, recapitalization, merger, consolidation or acquisition, purchase or other disposition of all or any portion of the Business or the Business Assets or any equity interest in any of the Seller Entities, or other similar transaction or business combination involving Seller or any Seller Entity with respect to the Business, or participate in any negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person or entity to do or seek any of the foregoing. Seller shall promptly notify Buyer if any such proposal or offer, or any inquiry from or contact with any person with respect thereto, is made and shall promptly provide Buyer with such information regarding such proposal, offer, inquiry or contact as Buyer may request.
Neither Seller nor any Shareholder nor their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers and provide the reasons under Buyer's employment standards. Seller shall be solely responsible for complying with all applicable Legal Requirements as to all Active Employees who are not hired Active Employees. Buyer shall assist Seller in such compliance efforts.