Parent Seller definition
Examples of Parent Seller in a sentence
Any provision of this Agreement may be amended or waived if, any only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Seller Parent, Seller, Bank and Investor, or in the case of a waiver, by the party granting the waiver.
Investor is only relying on the representations and warranties contained in Article II, Article III and Article IV in making its investment decision, and not any other statements made by Seller Parent, Seller, Bank or any of their Representatives.
Agent shall have received customary opinions from counsel to Parent, Seller, Manager, and the Borrower addressing (a) authorization and enforceability of the Transaction Documents and other corporate matters, (b) security interest and UCC matters and (c) true sale and substantive consolidation matters.
Administrative Agent shall have received customary opinions from counsel to Parent, Seller, Manager, Servicer and the Borrower addressing (a) authorization and enforceability of the Second Amendment and Restatement Documents and other corporate matters, (b) security interest and UCC matters and (c) true sale and substantive consolidation matters.
Parent, Seller and their Affiliates will provide reasonable cooperation and assistance in the pursuit of such claims.
Neither Parent, Seller nor any of their executive officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders fees in connection with the transactions contemplated by this Agreement, except that for any agreement with Seven Hills Partners LLC for financial advisory services rendered to Parent at sole expense of Parent.
The Other Sellers, Seller Parent, Seller and Purchaser each hereby waive any provision of any applicable Law to the extent that it would limit or restrict the agreement contained in this Section 9.5.
In addition, Seller Parent, Seller and the Other Sellers shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses under this Agreement (including pursuant to Section 9.1(a)(ii), 9.1(a)(iii) or 6.13(e)) in excess of an amount equal to the Purchase Price.
Subject to the terms of this Section 2.3(b), each of Seller Parent, Seller and the Other Seller agrees to, and shall use commercially reasonable efforts (as defined for purposes of this Agreement in Schedule 2.3(b)) to cause Angel to, cooperate with Purchaser and provide Purchaser all assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designate.
Seller Parent, Seller and each Other Seller has the requisite corporate, partnership or similar power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to carry on the Business as the same is now being conducted.