As Seller Sample Clauses

As Seller. Executive acknowledges that he has received significant consideration as part of the Contribution Agreement, and that, as a result, Executive agrees that for a period of thirty (30) months after the Closing Date, Executive will not, absent the Company’s prior written approval, directly or indirectly, individually or on behalf of any other person or entity, whether as principal, agent, stockholder (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity, solicit any person or entity that engages in (a) providing luxury destination club vacation opportunities or (b) the ownership and/or operation of a business of providing luxury destination club vacation opportunities. Such period is hereafter referred to as the “Seller Non-Compete Period.”
As Seller. Borrower agrees to deliver to Administrative Agent upon Administrative Agent’s request a list of all Persons to or through whom any Obligor may sell any of its Farm Products, such list to identify the name and address of such Person or Persons. In furtherance of the provisions of Section 5.11, Borrower agrees that it will, at any time, execute and assist in the preparation of any Effective Financing Statements (as such term is utilized in the Food Security Act) with respect to each jurisdiction that has established a Central Filing System (as defined in the Food Security Act) pursuant to the Food Security Act as Administrative Agent may reasonably request to protect Administrative Agent’s Liens under the Food Security Act as against the purchasers of the Obligors’ Farm Products. If Borrower shall fail to comply with the provisions of this Section 5.11 with respect to a sale of Farm Products, Borrower agrees to deliver or cause the applicable Obligor to deliver, the proceeds of such sale to Administrative Agent not later than 10 days after such sale. Borrower agrees to notify Administrative Agent of any type of Farm Product that any Obligor undertakes to produce after the date hereof that is different from the Farm Products it produces on the date hereof. 101

Related to As Seller

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Seller First Horizon Home Loan Corporation, a Kansas corporation, and its successors and assigns, in its capacity as seller of the Mortgage Loans.

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Buyer APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation By: /s/ Justin G. Knight Name: Justin G. Knight Title: President

  • Purchaser The Placement Agent has made such reasonable inquiry as is necessary to determine that the Purchaser is acquiring the Capital Securities for its own account, that the Purchaser does not intend to distribute the Capital Securities in contravention of the Securities Act or any other applicable securities laws, and that the Purchaser is not a "U.S. person" as that term is defined under Rule 902 of the Securities Act.

  • SELLER     PURCHASER SLM Education Credit Finance Corporation 12061 Bluemont Way Reston, Virginia 20190 Chase Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC Lender Code: By: By: (Signature of Authorized Officer) (Signature of Authorized Signatory for Purchaser) Name: Name: Title: Title: Date of Purchase: Purchase Agreement SLM ECFC Attachment D ADDITIONAL BILL OF SALE DATED [ ], 2006 The undersigned (“SLM ECFC”), for value received and pursuant to the terms and conditions of Additional Purchase Agreement Number [ ] (the “Purchase Agreement”) among SLM Funding LLC (“Funding”), and Chase Bank USA, National Association, as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 23, 2006 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio of Additional Loans accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual accounts are listed on the Schedule A attached hereto. SLM ECFC hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Additional Purchase Agreement related hereto. SLM ECFC authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the applicable Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the portfolio of Additional Loans accepted for purchase, on the Purchase Date. LISTING OF LOANS ON FOLLOWING PAGE Purchase Agreement SLM ECFC CERTAIN OTHER LOAN CRITERIA • Not in claims status, not previously rejected • Not in litigation • Last disbursement was on or before the related Subsequent Cutoff Date • Loan is not swap-pending * Based upon SLM ECFC’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation. ** Includes interest to be capitalized. Purchase Agreement SLM ECFC Guarantor(s): [TO BE PROVIDED] [SLM TO PROVIDE] Purchase Agreement SLM ECFC

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • Seller's Documents At Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that: