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).
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 Obligations has the meaning specified in Section 2.2.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.
Seller’s Closing Documents as defined in Section 3.2(a).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.
Retained Obligations shall have the meaning set forth in Section 2.6.
Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.
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.
Sellers has the meaning set forth in the preamble.
Indemnity Escrow Amount means $3,000,000.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Conditions Precedent shall have the meaning set forth in Clause 4.2.
Seller Guaranty means a guaranty of payment and performance issued by a Seller Guarantor in the form attached to this Agreement as Exhibit V or in such other form as may be acceptable to Purchaser acting reasonably.
Holdback Amount has the meaning set forth in Section 2.1(c).
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.
Obligations means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Seller Guarantor has the meaning set forth in the Preamble.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.
Second Closing has the meaning set forth in Section 2.2.
Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;