Seller and Purchaser definition

Seller and Purchaser shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or the transactions contemplated herein and shall not issue any such press release or make any such public statement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior written consent of the other party, issue such press release or make such public statement as may be required by Law or any listing agreement with a national securities exchange to which Seller or Purchaser is a party if it has used all reasonable efforts to consult with the other party and to obtain such party's consent but has been unable to do so in a timely manner.

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Seller and Purchaser shall have the respective rights and obligations set forth in this Article 4 during the period between the date hereof and the Closing Date.

Seller and Purchaser. (each a "Party" and collectively the "Parties") agree as follows: This Agreement is made with reference to the following essential facts: Seller has agreed to sell and Purchaser has agreed to purchase certain assets of Seller related to the marine business of Seller, as described in more detail on EXHIBIT A attached hereto (the "Assets").

Examples of Seller and Purchaser in a sentence

• The Seller and Purchaser each agree to execute and deliver such instruments and take such further actions as any party hereto may, from time to time, reasonably request in order to effectuate the purposes and carry out the terms of this Agreement.

• Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

• Seller and Purchaser agree to indemnify and hold Broker harmless against all claims, damages, losses, expenses and/or liabilities arising out of or related to the purchase and sale of the real property listed above, except those arising from Broker’s intentional wrongful acts.

• Seller and Purchaser agree that Purchaser will assign to Issuer all Purchaser’s rights under this Agreement and that the Trustee will thereafter be entitled to enforce this Agreement against Seller in the Trustee’s own name on behalf of the Noteholders.

• It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

• Seller and Purchaser each agree to execute and deliver such instruments and take such actions as the other may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement and the Pooling and Servicing Agreement.

• Seller and Purchaser acknowledge that if they have entered into a client relationship with a Broker, that ▇▇▇▇▇▇ has disclosed on a prior basis (1) the types of brokerage relationships offered by the Broker, (2) any other brokerage relationship which would conflict with the client’s interest, and (3) the compensation of ▇▇▇▇▇▇ and whether commissions would be shared with other Brokers.

• Accordingly, in addition to any other remedies which Purchaser may have in law or in equity, Seller agrees that Purchaser shall have the right to have all obligations, undertakings, agreements, covenants and other provisions of this Agreement specifically performed by Seller, and Purchaser shall have the right to obtain an order or decree of such specific performance in any court of the United States or of any state or other political subdivision having competent jurisdiction over Seller.

• The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing.

• Seller and Purchaser have caused this Agreement to be executed in their names by their respective duly authorized representatives.

More Definitions of Seller and Purchaser

Seller and Purchaser warrant to each other that there is no real estate broker or agent acting on behalf of the respective warranting party in connection with this transaction. Each party warrants and represents to the other that no such real estate broker or agent has been involved in negotiations leading to the execution of this Agreement and that no commission is owed to any such broker or agent as a result of the action of such party. Each party agrees to hold the other harmless from any loss, cost or charge (including reasonable attorneys' fees), arising from the assertion by any such broker or agent that any fee or commission is owed because of the acts or agreement of such party. This paragraph shall survive Closing or the termination of this Agreement.

Seller and Purchaser shall endeavor in good faith to resolve any dispute arising with respect to the Proposed Allocation, but if Seller and Purchaser are unable to resolve any such dispute, each shall file IRS Forms 8594 -- Asset Acquisition Statements under Section 1060 -- consistent with the Proposed Allocation, except with respect to any items on which they continue to disagree (the Proposed Allocation, with such exceptions, also referred to as the Final Allocation). Purchaser and Seller agree that except as otherwise required by law (i) the Final Allocation shall be binding on Purchaser and Seller for all federal, state and local tax purposes and (ii) Purchaser and Seller shall file with their respective federal income tax returns consistent IRS Forms 8594--Asset Acquisition Statements under Section 1060, including any required amendment thereto which shall reflect the allocations set forth in the Final Allocation.

Seller and Purchaser each represent to the other that neither has nor shall have any obligation to any broker or finder in connection with this transaction, and that no fee or commission is due any broker, finder, or similar person in connection herewith other than ▇▇▇▇▇▇▇▇▇ & Associates (the "Broker"). The Purchaser shall pay any fee due the Broker pursuant to a separate agreement between Seller and Broker. Seller and Purchaser each indemnifies the other and agrees to hold the other harmless from and against any and all claims, demands, liabilities, lawsuits, costs, and expenses (including reasonable attorneys' fees) for any fee or commission due to any other broker, finder, or similar person in connection with this transaction and arising out of the act of the indemnifying party.

Seller and Purchaser shall consummate the transaction contemplated by this Agreement at Closing through an escrow with the Title Company and pursuant to escrow instructions acceptable to the Title Company, Seller and Purchaser. The attorneys for Seller and Purchaser are authorized to execute the escrow instructions letter, any amendments thereto and all directions or communications thereunder.

Seller and Purchaser hereby waive the provisions set forth in Section 5-1311 of the General Obligations Law of the State of New York to the extent that same are inconsistent with the provisions of this Agreement. (a) In addition to the conditions provided in other provisions of this Agreement, Seller's obligations to perform its undertakings provided in this Agreement (including its obligation to sell the Property) are conditioned on the following: (i) The due performance by Purchaser of each and every undertaking and agreement to be performed by it hereunder (including the delivery to Seller of the items and funds specified to be delivered by Purchaser in Section 7 hereof). (ii) That at no time on or before the Closing Date shall any "Bankruptcy/Dissolution Event"(as defined below) have occurred with respect to Purchaser, and if Purchaser is a partnership or limited liability company, any general partner or member in Purchaser. As used herein, a "Bankruptcy/Dissolution Event" means any of the following: (a) the commencement of a case under Title 11 of the U.S. Code (the "Bankruptcy Code"), as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any substantial property interest; (c) an assignment for the benefit of creditors; (d) an