Primary Sellers definition
Examples of Primary Sellers in a sentence
The Primary Sellers will cause the Buyer not to issue, or resolve or agree to issue, any securities to any party, other than the Purchaser, prior to the Closing.
The sole remedy of the Borrower, the Administrative Agent, or the Secured Parties with respect to a breach of representations and warranties pursuant to Section 4A.1 and the agreement contained in this Section shall be the repurchase of relevant Asset Backed Securities and the Primary Sellers' indemnity pursuant to this Section, subject to the conditions contained herein.
The Primary Sellers shall cause the Company to appoint ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ as the sole director of the Company and as the President, Chief Financial Officer and Secretary of the Company at the Closing and obtain any necessary resignations from the Company’s current directors and officers effective as of the Closing.
The Company has no liabilities or obligations of any kind or nature, except as set forth on: (i) Schedule 4.2(j) hereto, as may be updated and supplemented by the Primary Sellers at any time prior to the Closing (“Company Closing Obligations”), and (ii) the other schedules to this Agreement.
The Primary Sellers will cause the Company not to issue, or resolve or agree to issue, any securities to any party, other than the Purchaser, prior to the Closing.
All records and documents relating to the Company known to the Primary Sellers, including, but not limited to, the books, shareholder lists, government filings, Tax Returns, consent decrees, orders, and correspondence, financial information and records (including any electronic files containing any financial information and records), and other documents used in or associated with the Company (the “Corporate Records”) are true, complete and accurate in all material respects.
Primary Sellers and the Company have heretofore delivered (or caused to be delivered) to Acquiror the Financial Statements.
The Primary Sellers shall cause the Company to file the Information Statement with the SEC, and to mail the Information Statement to its Stockholders, within two (2) Business Days after the execution and delivery of this Agreement by the parties.
Other than the Primary Sellers, no Seller who is an Indemnifying Party shall be required to contribute to the indemnification payments for any Losses for which another Seller is responsible.
The Primary Seller, the Servicer or the Borrower, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach of the Primary Seller's representations and warranties made pursuant to Section 4A.1 (for purposes of this Section 4A.2, the foregoing is referred to as a "breach").