Seller Undertakings definition

Seller Undertakings means, collectively, all representations, warranties, covenants and agreements in favor of any Grantor, and all indemnifications for the benefit of any Grantor relating thereto, pursuant to the Assigned Agreements.
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Seller Undertakings means, collectively, (i) with respect to the Closing Date Acquisition, all representations, warranties, covenants and agreements made by Seller in favor of any Borrower or any other Loan Party, and all indemnifications by a Seller for the benefit of any Grantor relating thereto, pursuant to the Closing Date Acquisition Documents, and (ii) with respect to the Centrex Acquisition, all representations, warranties, covenants and agreements made by the Centrex Sellers in favor of any Borrower or any other Loan Party, and all indemnifications by a Centrex Seller for the benefit of any Grantor relating thereto, pursuant to the Centrex Acquisition Documents.”
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Seller Undertakings shall have the meaning set forth in Section 7.1(b).
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Examples of Seller Undertakings in a sentence

  • Subject to the Seller Undertakings, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are providing the Property Documents solely as an accommodation to Purchaser.

  • Subject to the Seller Undertakings, Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto.

  • Subject to the Seller Undertakings, Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to Purchaser.

  • This Assignment shall not expand the scope of the Seller Undertakings and the Seller Indemnities.

  • To secure the payment and performance in full of Borrower’s Obligations, each of Holdings and Borrower hereby collaterally assigns and transfers to Agent, for the benefit of Lenders, all of its right, title and interest in, to and under the Purchase Agreement, including, but not limited to, its right, title and interest with respect to the Seller Undertakings and the Seller Indemnities.

  • Each of Holdings and Borrower shall (i) keep Agent informed of all potential claims with respect to the Purchase Agreement, Seller Undertakings and Seller Indemnities and (ii) not, without the Agent’s consent: (A) waive any of its material rights or remedies under the Purchase Agreement with respect to any of the Seller Undertakings or Seller Indemnities or (B) settle, compromise or offset any amounts payable by Seller to Borrower thereunder.

  • If the Seller Default is not remedied within such period, the Buyer may serve a further notice on the Seller terminating this Agreement (save for clauses 20 (General Seller Undertakings) to 35 (Miscellaneous)) with immediate effect.

  • Except as may be specifically set forth in the Seller Undertakings, Seller specifically makes no representations or warranties whatsoever as to whether the Property contains Hazardous Materials or pertaining to the extent, location or nature of same, if any.

  • In no event shall Seller be liable after the date of Closing for its breach of any Seller Undertakings if such breach was actually known to Purchaser prior to the completion of Closing.

  • If any claim for a breach by Seller under this Agreement or any Seller Undertakings has been made by Buyer on or before the Outside Date with respect to a particular Property, then an amount equal to one hundred fifty percent (150%) of the amount of such claim (as reasonably determined by Buyer) shall be retained by Escrow Agent until such claim is resolved, and the remainder of the Holdback shall be returned to Seller.


More Definitions of Seller Undertakings

Seller Undertakings has the meaning set forth in Section 6.5(e).
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Related to Seller Undertakings

  • Undertakings as references to obligations under this Framework Agreement;

  • Standard Securitization Undertakings means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that are customary in a Securitization Financing.

  • Water Undertaker means the company appointed to be the Water Undertaker under Section 6(1) of the 1991 Act for the area in which the property is or will be situated.

  • parent undertaking means a parent undertaking as defined in point (15)(a) of Article 4(1) of Regulation (EU) No 575/2013;

  • ancillary services undertaking means an undertaking the principal activity of which consists in owning or managing property, managing data-processing services, or any other similar activity which is ancillary to the principal activity of one or more credit institutions;

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • L/C Undertaking has the meaning set forth in Section 2.12(a).

  • Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent.

  • Disclosure Undertaking means the Continuing Disclosure Undertaking, dated as of the Dated Date, relating to certain obligations contained in the SEC Rule.

  • Group Undertaking means the Company or another undertaking in the group;

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • group of undertakings means a controlling undertaking and its controlled undertakings;

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Manager’s Undertakings means the undertakings, provided by the Manager respecting the Vessel, including, inter alia, a statement satisfactory to the Facility Agent that any lien in favor of the Manager respecting the Vessel is subject and subordinate to the Vessel Mortgage in substantially the form attached to the Assignment of Management Agreements or otherwise reasonably satisfactory to the Facility Agent.

  • Additional Agreements means all agreements, instruments, documents and opinions other than this Loan Agreement, whether with or from Customer or any other party, which are contemplated hereby or otherwise reasonably required by MLBFS in connection herewith, or which evidence the creation, guaranty or collateralization of any of the Obligations or the granting or perfection of liens or security interests upon the Collateral or any other collateral for the Obligations.

  • Agreements All vendor Purchase Orders and/or Agreements/Contracts must be emailed to TIPS at xxxxxx@xxxx-xxx.xxx. Should an agency send an order direct to vendor, it is the vendor’s responsibility to forward the order to TIPS at the email above within 24 business hours and confirm its receipt with TIPS.

  • Transactional Agreements means: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Confidentiality Agreements means the confidentiality agreements between the Company and each Sponsor (or an affiliate thereof), as amended and restated from time to time.

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Letter of Undertaking means the letter of undertaking from, amongst others, the Issuer and its Managing Directors to the Initial Purchaser, Investment Manager and the Trustee.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Purchaser’s Warranties means the warranties and representations given by the Purchaser pursuant to Clause 5.2 and Schedule 5.2;

  • reinsurance undertaking means reinsurance undertaking as defined in point (4) of Article 13 of Directive 2009/138/EC;

  • insurance undertaking means an insurance undertaking as defined in Article 13, point (1), of Directive 2009/138/EC;