Obligations of Seller. The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.
Obligations of Seller. (a) Seller shall, in its capacity as holder of its interest in the Restated Note and Restated Security Agreement and until the Buyers' senior interests in the Restated Note have been paid in full, (i) hold its interest in the Restated Security Agreement and the collateral for the Restated Note for the benefit of itself and the Buyers (each Buyer shall be deemed to have a senior interest therein in proportion to its Percentage in Tranche A), (ii) receive all payments of interest, principal and other sums on account of or with respect to its interest in the Restated Note, and (iii) promptly remit to each Buyer its share of interest received by Seller on account of or with respect to such Buyer's percentage of Tranche A in accordance with the provisions of this Agreement.
(b) Except as specifically provided to the contrary in this Section 5 or in Section 7 of this Agreement, until the Payout Date, Seller shall not without the prior consent of each Buyer (i) agree to modify or amend the interest rate provisions set forth in the Restated Note and Restated Security Agreement, (ii) agree to extend the maturity date of the Restated Note, other than in accordance with the express provisions of the Restated Note and the Restated Security Agreement, (iii) agree to make or consent to any materially adverse amendment to the Buyers, modification or waiver of any of the terms, covenants, provisions or conditions of the Restated Note and Restated Security Agreement, (iv) agree to waive, compromise or settle any material claim under the Restated Note or the Restated Security Agreement against JMB/NYC or for the observance and performance by JMB/NYC of any of the terms, covenants, provisions and conditions of the Restated Note and the Restated Security Agreement, or release the maker from any material obligation or liability under the Restated Note and the Restated Security Agreement, (v) waive any material default under the Restated Note or the Restated Security Agreement, or (vi) release, reconvey or change in any material respect, any collateral or security interest held under the Restated Note and the Restated Security Agreement other than in accordance with the express provisions of the Restated Note and the Restated Security Agreement.
(c) Except as set forth in Section 5(b) above or as provided in Section 7, Seller, in its capacity as holder of its interest in the Restated Note, may, without obtaining the prior consent of any Buyer, (i) extend for reasonable periods ...
Obligations of Seller. Section 8.
Obligations of Seller. During such time as any holder of Registrable Securities may be engaged in a distribution of securities pursuant to an underwritten Piggyback Registration, such holder shall distribute such securities only under the registration statement and solely in the manner described in the registration statement.
Obligations of Seller. (a) If the Closing occurs, subject to the terms of this Article VII and Section 8.14, Seller agrees to indemnify and hold harmless Buyer and its Affiliates and each of their respective directors and officers the (“Buyer Indemnified Parties”) from and against actual losses, damages, liabilities, claims, costs and expenses (including reasonable attorney’s fees, interest, penalties, judgments, settlements, and Taxes (collectively, “Losses”)) incurred by any such indemnified party by reason of: (i) any breach or failure to be true and correct of any of the representations or warranties of Seller in this Agreement (other than to the extent that any such breach or failure to be true and correct is subject to indemnification under Section 7.3(m)) without giving effect to any materiality or Material Adverse Effect qualifications therein; (ii) any breach in any material respect of any of the covenants or agreements of Seller in this Agreement (other than Section 4.1(a)(iv); (iii) any Excluded Litigation Matter; (iv) any Pre-Closing Taxes; (v) each of the four (4) French Labor Court matters set forth under the heading entitled “French Labor Matters” in Section 3.1(o) of the Seller Disclosure Schedule; (vi) any Taxes imposed on the Companies or their Subsidiaries for any period ending on or prior, or that includes, the Closing Date as a result of being a member of an affiliated, consolidated, combined or unitary group of which Seller or any of its Affiliates other than the Companies or their Subsidiaries was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or similar state, local or non-United States Law, (vii) any Liability of the Companies and their Subsidiaries unrelated to the Business and arising solely because they are or were Affiliates of Seller and its Affiliates (other than the Companies and their Subsidiaries); (viii) any Liability resulting from the Commission Purchase Agreement between Long Term Preferred Care, Inc. and Lion 2004 Receivables Trust dated as of December 30, 2004; (ix) any use by Seller or any of its Affiliates of the Company Marks; (x) the litigation set forth on Section 7.1(a)(x) of the Seller Disclosure Schedule; and (xi) the litigation set forth on Section 7.1(a)(xi) of the Seller Disclosure Schedule (“7.1(a)(xi) Losses”). Notwithstanding the foregoing, it is understood and agreed that Losses shall not include any change in marketing practices of the Business or the consequences there...
Obligations of Seller. 16 SECTION 6.02.
Obligations of Seller. Each of the representations and warranties contained in or required to be made by Seller pursuant to Section 6 of this Agreement shall survive the sale of the Mortgage Loans and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Notes and notwithstanding subsequent termination of this Agreement or the Pooling and Servicing Agreement. The representations and warranties contained in or required to be made by Seller pursuant to Section 6 of this Agreement shall not be impaired by any review or examination of the Mortgage Files or other documents evidencing or relating to the Mortgage Loans or any failure on the part of Depositor to review or examine such documents and shall inure to the benefit of the initial transferee of the Mortgage Loans from Depositor including, without limitation, the Trustee for the benefit of the Holders of the Certificates, notwithstanding (1) any restrictive or qualified endorsement on any Note, assignment of Mortgage or reassignment of Assignment of Leases or (2) any termination of this Agreement prior to the Closing, but shall not inure to the benefit of any subsequent transferee thereafter.
Obligations of Seller. At Closing Seller shall (1) execute and deliver to Purchaser the Deed, (2) execute and deliver to Closing Agent one (1) original counterpart of the Closing Statement consistent with this Agreement in the form required by the Title Company, (3) execute and deliver an owner's affidavit as may be reasonably required by the Title Company , (4) deliver possession of the Property to Purchaser, (5) execute and deliver a valid certification to the effect that Seller is not a "foreign person" and Purchaser is not required to withhold a portion of the Purchase Price under Internal Revenue Code §1445, and (6) deliver written notice to the Escrow Holder instructing the Escrow Holder to deliver the Xxxxxxx Money to the Closing Agent for disbursement in accordance with the Closing Statement.
Obligations of Seller. At Closing, Seller shall deliver or cause to be delivered to Buyer the following:
Obligations of Seller. 16 Section 7.02.
