Multiple Sellers Sample Clauses

Multiple Sellers. Notwithstanding any other provision of this Agreement to the contrary, it is expressly acknowledged and agreed by Purchaser that Dulles Tech is the owner only of DT Center and the portion of the Improvements located thereon and the Personal Property, Leases, Operating Agreements and Intangibles related thereto. Likewise, it is expressly acknowledged and agreed by Purchaser that Westfields is the owner only of Ridgeview and the portion of the Improvements located thereon and the Personal Property, Leases, Operating Agreements and Intangibles related thereto. Whenever in this Agreement the obligations of Seller are set forth or Seller shall make a representation, warranty or certification, such obligations, warranties, representations and certifications of Seller shall be made by and binding upon Dulles Tech or Westfields, as the case may be, only as to that portion of the Property that it owns. Purchaser acknowledges that this Agreement has been entered into as a single agreement rather than two agreements as a matter of convenience and simplicity, and the liabilities and duties of Dulles Tech and Westfields hereunder shall be independent and several, and not joint, in the same manner as if each of Dulles Tech and Westfields had entered into a separate agreement with Purchaser for the Real Property owned by each party. Notwithstanding the foregoing, however, the purchase and sale of both DT Center and Ridgeview must occur simultaneously as part of a single transaction in accordance with the terms of this Agreement.

Multiple Sellers. This Agreement shall be terminable by either Seller or Purchaser prior to the Effective Date. The “Effective Date” shall mean the first date on which the following shall have occurred: (i) Purchaser and Seller shall have executed this Agreement, and (ii) Escrow Agent shall have acknowledged receipt of this Agreement fully executed by Seller and Purchaser.

Multiple Sellers. 30.1 Although there are multiple Sellers in terms of this Agreement, it is recorded that the Sale constitutes one composite and indivisible transaction. 30.2 Save as provided in clause 30.3, each of the Seller's liability to the Purchaser under this Agreement in respect of a Warranty and Indemnity Claim shall be joint in the Sellers' Proportions (and not joint and several). 30.3 Each Seller's liability to the Purchaser under this Agreement shall be several (and not joint and not joint and several) in respect of a breach of any Title Warranties and/or Capacity and Authority Warranties, on the basis that each Seller will only be liable for its own breach of the Title Warranties and/or Capacity and Authority Warranties.

Multiple Sellers. Sellers acknowledge and agree that the representations, warranties, covenants and agreements set forth in Section 30 of the Repurchase Agreement are incorporated herein by reference.

Multiple Sellers. Service of a notice in accordance with Section 14.1 above shall be deemed service of notice on all Sellers. The written consent or approval of any Seller shall be deemed the consent or approval of all of the Sellers. Any waiver or agreement entered into in writing or agreed to in writing by one Seller shall be binding upon both Sellers. DAL02:624104.4 LEGAL_US_W # 74790953.14 52

Multiple Sellers. The liability of each Portfolio Seller hereunder, and/or under the documents delivered by Portfolio Sellers at Closing pursuant to this Agreement, is joint and several. The liability of Portfolio Sellers (as a group), on the one hand, and ▇▇▇▇ West Seller, on the other hand, hereunder, and/or under the documents delivered by Sellers at Closing pursuant to this Agreement, is individual and several, and not joint and several. Notwithstanding anything contained herein to the contrary, each Seller hereby acknowledges and agrees that any notice delivered to Sellers pursuant to Section 19 of this Agreement shall constitute notice to each Seller and all Sellers.

Multiple Sellers. (a) Notwithstanding anything herein to the contrary, the entities defined herein as "Seller" shall not collectively perform or be required to perform each of the duties, obligations, terms and provisions of this Agreement, and shall not collectively be bound by the warranties and representations imposed upon Seller under this Agreement. Rather, each duty, obligation, representation, and warranty set forth herein with respect to "Seller" shall be performed, as to each Parcel or the relevant Parcel (as the case may be) by the respective entity that owns the Parcel. (b) Prior to Closing, the entities that comprise the Seller shall agree among themselves as to the method of allocation of the Purchase Price among them. In no event shall Buyer be entitled to a copy of such separate agreement, nor shall Buyer have any obligation (other than payment in full of the Purchase Price) to assure that the Purchase Price is paid or allocated in accordance with the separate agreement by and among the Sellers.

Multiple Sellers. (a) Any reference to a Seller, or to the Sellers, when used in connection with an Asset, is to the Seller that is the legal owner or title holder of that Asset (including, in relation to a Contract, being the counterparty to that Contract) (“Legal Owner”), such that: (i) the Legal Owner is obliged to perform any relevant obligation (including to deliver or transfer, or take other relevant action in respect of, the relevant Asset); (ii) the Legal Owner is entitled to exercise or enforce any right or remedy, or enjoy any benefit, conferred by or in connection with the relevant Asset; and (iii) each other Seller is in the circumstances described in clause 1.3(c) obliged to procure (and remains jointly and severally liable for) compliance by the Legal Owner with its obligations under clauses 1.3(a)(i) and 1.3(b). (b) Subject to the other provisions of this clause 1.3, each Legal Owner is solely liable for the full amount of any liability or obligation arising from or in connection with an Asset that it owns and is selling to the Buyer under this document. (c) Clause 1.3(b) does not apply, and each Seller is jointly and severally liable for the liabilities and obligations of each other Seller in connection with this document, to the full extent permitted by law, where: (i) the right or remedy of the Buyer, or the circumstance, fact or matter giving rise to the liability or obligation, arises or is connected with Assets owned by more than 1 Seller or conduct (including conduct by omission) of more than 1 Seller; King & Wood Mallesons 72330758_14 Asset Sale and Purchase Agreement 17 February 2025 16 (ii) the liability or obligation is expressed to apply to more than 1 Seller; (iii) a Seller is or becomes Insolvent; (iv) a Seller is wound up or deregistered; or (v) Qantac Blackwater Trustee Seller is removed or replaced as trustee of the Qantac Blackwater Trust or the Qantac Blackwater Trust is terminated or wound up.

Multiple Sellers. Buyer acknowledges that the Property may be owned by both HC III and ▇▇ ▇▇. Notwithstanding anything to the contrary, HC III and ▇▇ ▇▇ shall each only be liable for those representations, warranties, covenants, costs and other obligations of Seller under this Agreement which relate to the portion of the Property that is owned by such party (and not those representations, warranties, covenants, costs and other obligations of Seller under this Agreement which relate to the portions of the Property which are not owned by such party). Notwithstanding anything to the contrary, (i) the representations, warranties, covenants and other obligations of Buyer under this Agreement are made for the benefit of both HC III and ▇▇ ▇▇, and HC III and ▇▇ ▇▇ shall have the right to enforce Seller’s rights and pursue Seller’s remedies under this Agreement either jointly or severally to the extent of their respective interests hereunder, and (ii) the water and mineral reservations contemplated in this Agreement shall inure only to the benefit of the party who currently owns the applicable portion of the Property. Buyer may rely upon any notice or demand given by or on behalf of either HC III or ▇▇ ▇▇ and may presume any such notice or demand to be binding on both HC III and ▇▇ ▇▇.