Seller Creditors definition

Seller Creditors means all creditors of Seller or other persons having outstanding or anticipated claims against Seller.
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Seller Creditors means any third party asserting a claim against Purchaser relating to Seller Retained Liabilities. In the event that the Indemnifying Party does not exercise its option to assume control of any such action or proceeding, then the Indemnifying Party shall nevertheless be obliged to indemnify the Indemnified Party pursuant to the provisions hereof, and shall promptly pay all Damages as incurred by the Indemnified Party. In the event any of the Defense Conditions is or becomes unsatisfied, then (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to such claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such claim (including reasonable attorneys' fees and expenses) in accordance with paragraph 7(d), and (iii) the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by such claim; and
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Seller Creditors has the meaning specified in Section 3.2(b).
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Examples of Seller Creditors in a sentence

  • If any payment on account of or any Senior Collateral is improperly received by Seller Creditors in violation of the terms hereof, such payment or collateral must be delivered within three (3) business days by Seller Creditors to Senior Lender for application to the Senior Debt, in the form received, except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to Senior Lender.

  • Seller Creditors may not take, or cause to be taken, any action for the purpose of making any Seller Lien, pari passu with or senior to the Senior Lien.

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  • Seller Creditors and Senior Lender hereby agree to have their assignees execute a formal assumption agreement upon the assignment but no failure of an assignee to execute an assumption agreement will affect the assignee’s assumption of the obligations of the Seller Creditors.

  • This Agreement is being entered into solely for the benefit of Senior Lender, Affiliate Lenders and Seller Creditors and is not intended to give any rights, benefits or privileges to any Borrower.

  • Any assignee of the Seller Debt will be deemed by acceptance thereof to have assumed the obligations of Seller Creditors hereunder.

  • The rights granted to Senior Lender in this Agreement are solely for its protection and nothing herein contained imposes on Senior Lender any duties with respect to any property heretofore or hereafter received by Senior Lender, any Borrower or Seller Creditors, except as otherwise provided herein.

  • Likewise, Seller Creditors do not have and in the future may not obtain any Liens on the Senior Collateral.

  • Seller Creditors hereby waive any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought therefor by Senior Lender.

  • Notwithstanding the foregoing, Senior Lender will undertake in good faith provide Seller Creditors with notice of actions the Senior Lender takes regarding the foregoing; provided, that failure to provide that notice will not in any manner prejudice or otherwise adversely affect any of Senior Lenders’ rights under the Senior Debt Documents, including this Agreement, or any other agreement among any of the Parties hereto.

Related to Seller Creditors

  • Other Creditors shall have the meaning provided in the recitals of this Agreement.

  • Lender Creditors shall have the meaning provided in the recitals of this Agreement.

  • Other Credit Agreement means that certain Credit Agreement, dated as of the Closing Date, between Pledgor, as borrower, the financial institutions as lenders from time to time party thereto and Investec, as Administrative Agent for the lenders.

  • Debtors has the meaning set forth in the Recitals.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Customer Credit Liabilities means at any time, the aggregate remaining value at such time of (a) outstanding gift certificates and gift cards of the Borrowers entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price for any Inventory, and (b) outstanding merchandise credits of the Borrowers.

  • Shared Contracts has the meaning specified in Section 4.12(b).

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • Senior Creditors means, (a) depositors of the Issuer, (b) creditors of the Issuer who are unsubordinated creditors of the Issuer, and (c) creditors of the Issuer whose claims are or are expressed to be subordinated to the claims of other creditors of the Issuer (other than those whose claims are in respect of obligations which constitute, or would but for any applicable limitation on the amount of such capital, constitute, Tier 1 capital or Tier 2 capital or whose claims rank or are expressed to rank pari passu with, or junior to, the claims of holders in respect of the Notes) (whether only in a Winding Up of the Issuer or otherwise);

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Sellers has the meaning set forth in the preamble.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor.

  • Buyer Parties has the meaning set forth in the Preamble.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Subordinated Creditors means all creditors the indebtedness of which is subordinated, in the event of the Winding-Up of DSB, in right of payment to the claims of depositors and other unsubordinated creditors of DSB other than those whose claims rank or is expressed to rank by operation of law or contract pari passu with, or junior to, the claims of the Noteholders. For this purpose indebtedness shall include all liabilities, whether actual or contingent;