Guarantees of Seller Sample Clauses

Guarantees of Seller. Seller grants to Purchaser independent guarantees (selbständige Garantieversprechen) pursuant to Article 311 para. 1 BGB (German Civil Code) within the scope defined in Article 11.1 for the facts and circumstances set out in Article 11.2. Both Parties confirm that they explicitly agree that the guarantees in this Article 11 are not granted, and shall not be qualified as, “Beschaffenheitsgarantien” within the meaning of Articles 276, 444 BGB (German Civil Code).
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Guarantees of Seller. All guarantees following hereinafter, unless explicitly provided otherwise, shall be given as of the Closing Date, and (other than Article 11.2.2) only with respect to the Product Line and not with respect to the Optioned Assets, provided, however, that all guarantees are granted only with the extent, scope and content as defined in Article 11.1 and subject to the limitations pursuant to Article 11.3 through 11.5.
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Guarantees of Seller. The Business is not dependent upon any support, guarantee or other comfort from any person or body corporate other than Seller.
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Guarantees of Seller. 29 SECTION 5.17 Exclusivity............................................... 30 SECTION 5.18 Actions Prior to Closing.................................. 30 SECTION 5.19 Bank Accounts, Collection of Acounts Receivable........... 31 SECTION 5.20
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Guarantees of Seller. The parties shall cooperate and use their respective reasonable best efforts in order that, effective as of the Closing Date, any and all guarantees, deposits, letters of credit, assurances or similar obligations of Seller or any of its Affiliates set forth on Schedule 5.16 in respect of any obligations or liabilities of the Company (collectively, the "Seller Guarantees") shall be released. Purchaser or the Company shall execute any customary substitute guarantees and make any other reasonable arrangements on the part of Purchaser or the Company necessary to obtain the release of any such Seller Guarantees as of the Closing Date. If the parties are unable to cause any of the Seller Guarantees to be released prior to the Closing, Purchaser shall indemnify and hold harmless Seller and its respective affiliates from and against any and all amounts becoming payable under or with respect to any such Seller Guarantees following the Closing.
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Related to Guarantees of Seller

  • Obligations of Seller Upon Sale (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all the Mortgage Loans specifying, among other things, for each Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file (the "Mortgage Loan Schedule") which is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with the Trustee the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so transferred and assigned:

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Obligations of Seller at Closing At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to the Obligations of Sellers The obligations of Sellers under this Agreement are, at their option, subject to the fulfillment of the following conditions prior to or at the Closing Date:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

  • Receivables and Payables Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.

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