Individual Seller Sample Clauses

Individual Seller. The Seller's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Seller (i) are within the powers and authority of the Seller and (ii) do not (A) require any action by or in respect of, or filing with, any Governmental or Regulatory Authority, (B) except as set forth in the Disclosure Schedule, contravene, violate or constitute, with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable any of them or any of their respective properties or any Contract to which any of them or any of their respective properties is bound or subject or (C) result in the creation of any Adverse Claim on any of the Shares.
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Individual Seller. Notwithstanding anything to the contrary contained in this Agreement, Purchaser agrees that the liability of any Seller under this Agreement beyond the obligation to refund the Deposit shall be individual to such Seller and shall not be joint and several with any one or more other Sellers hereunder, except with respect to each Owner Seller and Operator Seller for a particular Facility, and except with respect to Seller Guarantor.
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Individual Seller. Sxxxxx Xxxxxxx hereby confirms all of the representations and warranties contained herein, and agrees to indemnify and hold Purchaser harmless from and against misrepresentation or breach of any warranty by Seller or any breach or failure by Seller to comply with any term, covenant or condition of this agreement. Shareholder represents and warrants that he is the shareholder of Seller, and that he has full power and authority to carry out and perform the undertakings and obligations as provided herein. Shareholder agrees as aforesaid to induce Purchaser to enter into this agreement. No action or inaction of Seller or Purchaser, including the giving of notices, shall affect, change or discharge the obligations of the Purchaser's Guarantor hereunder.
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Individual Seller. (as to itself only and severally not jointly and severally) shall indemnify, defend, and hold Buyer and its officers, directors, agents, partners, members, controlling Entities and employees (collectively, "Buyer Indemnitees") harmless from and against any liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys' fees and expenses) that Buyer Indemnitees incur or suffer as a result of, or arising out of (a) Seller's breach of any of Seller's representations, warranties, covenants, or agreements in this Agreement, or (b) any obligation of Buyer or Seller to disgorge, in whole or in part, or otherwise reimburse (by setoff or otherwise) Borrower, Agent or any other Entity for any payments, property (including Collateral), setoffs or recoupments received, applied or effected by or for the account of Seller under or in connection with the Transferred Rights or otherwise from, against or on account of Borrower.
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Individual Seller. (solely for purposes of Section 5.7, Section 6 and Section 11) By: /s/ Mxxxx Xxxxxx, Xx. Name: Mxxxx Xxxxxx, Xx. Title:
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Related to Individual Seller

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

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Transferor Signed, sealed and delivered by ) by Xxxx Xx ) for and on behalf of ) the Transferor pursuant to the Power of Attorney ) In the presence of ) ) Name: Witness ) Signature: TRANSFEREE Signed, sealed and delivered by ) by Coinllectibles Private Limited ) In the presence of ) ) Name: Xx Xxx Xxxx Witness ) Signature: SCHEDULE

  • The Transferor 5.1 warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;

  • 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

  • Purchasing Entities This Participating Addendum may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). Issues concerning interpretation and eligibility for participation are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Participating Addendum and the Master Agreement are consistent with its procurement policies and regulations. ATTACHMENT B – PAYMENT PROVISIONS The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract.

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • Delaware Trust Assets Purchaser The Delaware Trust Assets Purchaser shall be the Servicer engaged to perform and discharge the Serviced Duties in respect of each Appointment of Xxxxx Trust Company that continues to be treated as a Restricted Appointment.

  • The Depositor Section 6.01.

  • Depositor Structured Asset Securities Corporation, a Delaware corporation having its principal place of business in New York, or its successors in interest.

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