Sellers’ Obligation definition

Sellers’ Obligation means any representation, warranty or undertaking to indemnify (including any covenant to pay pursuant to the Tax Covenant) given by the Sellers to the Purchasers under this Agreement;
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Sellers’ Obligation has the meaning set out in Article 9 below and as more specifically described in Annexure C.
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Sellers’ Obligation for the Excess Trade Balance. Neither party shall have any post-closing liability or obligation to the other for breach of any representation, warranty, covenant or agreement of the other in this Agreement in excess of Ten Million Dollars ($10,000,000).
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Examples of Sellers’ Obligation in a sentence

  • TIME SHALL BE OF THE ESSENCE WITH RESPECT TO EACH OF PURCHASER’S AND SELLER’S OBLIGATION TO CLOSE ON THE SETTLEMENT DATE.

  • NOTWITHSTANDING THE ABOVE PARAGRAPH, THE SELLER MAY WITHOUT BUYER’S CONSENT ASSIGN ALL OR A PORTION OF ITS RIGHTS TO RECEIVE AND OBTAIN PAYMENT UNDER THE AGREEMENT IN CONNECTION WITH ANY FINANCE, SECURIZATION OR BANK FUNDING ARRANGEMENTS, ANY SUCH ASSIGNMENT WILL NOT AFFECT THE SELLER’S OBLIGATION UNDER THE AGREEMENT.IN THE EVENT OF AN ASSIGNMENT IN ACCORDANCE WITH THIS ASSIGNMENT CLAUSE THE ASSIGNOR SHALL NEVERTHELESS REMAIN RESPONSIBLE FOR THE PROPER PERFORMANCE OF THE AGREEMENT.

  • IF BUYER FAILS TO COMPLETE THE PURCHASE PROVIDED FOR IN THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM SELLER’S OBLIGATION TO SELL THE PROPERTY TO BUYER.

  • RVL-1201 treated eyes also displayed a significant increase in MRD from baseline at the pre­ specified timepoints compared to vehicle treated eyes.

  • Accordingly, SELLER’S OBLIGATION SHALL BE LIMITED SOLELY TO REPAIR OR REPLACEMENT OF THE GOODS OR FOR CREDIT OF THE GOODS.

  • SELLER’S OBLIGATION TO INDEMNIFY SHALL APPLY EVEN IF SUCH CLAIMS ARE ACTUALLY OR ALLEGEDLY CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, OR NEGLIGENCE OF AN INDEMNIFIED PARTY, EVEN IF SUCH NEGLIGENCE OR OTHER ACTS OR OMISSIONS ARE ACTIVE OR PASSIVE, DIRECT OR INDIRECT, SOLE OR CONCURRENT.

  • SELLER’S OBLIGATION IS LIMITED SOLELY TO REPAIRING OR REPLACING (AT ITS OPTION AND AS SET FORTH IN SECTION 8), AT ITS APPROVED REPAIR FACILITY, ANY GOODS OR PARTS WHICH PROVE TO SELLER’S SATISFACTION TO BE DEFECTIVE AS A RESULT OF DEFECTIVE MATERIALS OR WORKMANSHIP, IN ACCORDANCE WITH SELLER’S STATED WARRANTY EVEN IN THE EVENT THAT BUYER’S SOLE AND EXCLUSIVE REMEDY SHALL FAIL OF ITS ESSENTIAL PURPOSE.

  • AS A CONDITION PRECEDENT TO SELLER’S OBLIGATION TO REIMBURSE THE PURCHASE PRICE OR REPLACE THE PRODUCTS, BUYER MUST ASSIST SELLER IN ALL RESPECTS IN ITS INVESTIGATION OF THE BASIS AND LEGITIMACY OF ANY SUCH CLAIMS.

  • EXCEPT AS OTHERWISE PROVIDED IN THE LIMITED WARRANTY AGREEMENT AND EXCEPT FOR WORK ITEMS ON THE PROPERTY PUNCH LIST, PURCHASER IS PURCHASING THE PROPERTY IN ITS “AS IS” “WHERE IS” CONDITION, “WITH ALL FAULTS,” EXISTING AT THE TIME OF CLOSING, SUBJECT TO SELLER’S OBLIGATION TO COMPLETE THE COMMON ELEMENTS (AS DEFINED IN SECTION 9) AS PROVIDED FOR IN SECTION 9.

  • INSPECTION, TEST, ACCEPTANCE OR USE OF THE PRODUCTS/SERVICES FURNISHED HEREUNDER SHALL NOT AFFECT SELLER’S OBLIGATION UNDER THIS WARRANTY AND THIS WARRANTY SHALL SURVIVE INSPECTION, TEST ACCEPTANCE AND USE OF SUCH PRODUCTS/SERVICES.

Related to Sellers’ Obligation

  • Borrower's Obligations means, without duplication, all of the obligations of Borrower to Lender whenever arising, under this Loan Agreement, the Notes or any of the other Loan Documents, including without limitation, all principal, interest, monies advanced on behalf of Borrower under the terms of the Loan Documents, and taxes, insurance premiums, costs and expenses, and fees and any amounts that would have accrued but for the automatic stay under the Bankruptcy Code, and any obligations under any Swap Contract between Borrower and any Swap Issuer, whenever arising.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Obligations means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Seller Guaranty has the meaning set forth in Section 3.01.

  • Seller Default has the meaning set forth in Section 12.1.

  • Bond Obligation means, as of the date of computation, the principal amount of the Bonds then Outstanding.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.

  • Seller Guarantor has the meaning set forth in the introductory paragraph to this Agreement.

  • Obligation means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.

  • Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Purchaser Default has the meaning set forth in Section 12.2 (a).

  • Payment Obligations means any and all obligations of the Authority to pay or reimburse the Bank contained in or evidenced by any Authority Document, including, without limitation, obligations to reimburse the Bank for all Drawings under the Letter of Credit, all obligations to repay the Bank for any Unreimbursed Amount and any Bank Loan, including all interest accrued thereon, all amounts owing under the Bank Note, the fees relating to the Letter of Credit and all other obligations of the Authority to the Bank arising under, or in relation to, or evidenced by, this GR Reimbursement Agreement or the Bank Note.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Seller Damages shall have the meaning given to such term in Section 14.3.