Seller Obligation definition

Seller Obligation means any representation, warranty or undertaking to indemnify given by the Seller to the Purchaser under this Agreement;

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Seller Obligation any warranty or undertaking to indemnify (including any covenant to pay pursuant to the Tax Deed) given by the Seller to the Purchaser under this Agreement;

Seller Obligation means any covenant, requirement and/or obligation imposed on Seller pursuant to this Agreement.

Examples of Seller Obligation in a sentence

• With respect to any matter constituting breach of a Seller Obligation, Purchaser shall first seek any available recovery under any insurance policies, service contracts and Leases prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, service contracts or Leases.

• Any failure or inability of the Administrative Agent to enforce a Seller Obligation shall not in any way limit the Administrative Agent’s right to enforce the other Seller Obligations.

• Notwithstanding the foregoing, the Sellers shall be jointly and severally liable to the Administrative Agent, the Purchasers, the Group Agents and the other Seller Indemnified Parties for all the Seller Obligations, including, all their respective representations, warranties, covenants, payment obligations and indemnities, and the Administrative Agent may at its option enforce any Seller Obligation against any one or all of the Sellers.

• The Seller hereby waives any right it may now or at any time hereafter have to set-off any Seller Obligation against any obligation of the Buyer (including, without limitation, any obligation of the Buyer under the Intercompany Note or in respect of the payment of the Purchase Price for any Purchased Receivables).

• Each Seller hereby waives any right it may now or at any time hereafter have to set-off any Seller Obligation against any obligation of the Buyer (including, without limitation, any obligation of the Buyer under the Intercompany Note or in respect of the payment of the Purchase Price for any Purchased Receivables).

More Definitions of Seller Obligation

Seller Obligation or “Seller Obligations” has the meaning set forth in Section 9.2(a).

Seller Obligation means any warranty or undertaking to reimburse or indemnify (including any covenant to pay pursuant to the Tax Covenant) or any guarantee in respect thereof given by the Seller or the Seller’s Guarantor or IPGL (if applicable) under this Agreement;

Seller Obligation means any warranty, undertaking or indemnity given by the Seller to the Purchaser and/or any other member of the Purchaser Group under this Agreement, including, for the avoidance of doubt, any covenant to pay given by the Seller to the Purchaser under Schedule 8; Seller Payment has the meaning given in Schedule 6.

Seller Obligation means any representation, warranty or undertaking to pay given by the Sellers (or any of them) to the Purchaser under this Deed; Sellers’ Disclosed Transaction Costs means the Sellers’ Transaction Costs as set out in the Closing Statement;

Seller Obligation means any representation, warranty, covenant, undertaking or indemnity (including, without limitation, any covenant and/or undertaking to pay, refund or reimburse pursuant to Schedule 11) given by the Seller to the Purchaser under this Agreement; Seller Plan means each scheme, fund, arrangement, plan or agreement under which any member of the Seller Group provides, is (or could become) liable to provide or has agreed to provide (or to which any member of the Seller Group contributes, is liable to contribute or has agreed to contribute to the provision of) any Retirement Benefits for or in respect of any Employee or former Employee and references to any Seller Plan shall be construed as also referring to its trustees, fiduciaries, managers and administrators (as applicable).

Seller Obligation means an amount for any Calculation Period equal to the product of (i) the Present Value of Annual Rate Increases times (ii) the Applicable Percentage, subject to the limitation that the sum of the Seller Obligation for the applicable Calculation Period plus all Seller Obligations for prior Calculation Periods cannot exceed $123 million.

Seller Obligation shall have the meaning set forth in Section 10.04(d) hereto.