Payment of Buyer s Termination Fee; Sellers' Exclusive Remedy; Buyer's Ability to Terminate........................................................39 11.2 Payment of Sellers' Termination Fee..................................................39 11.3
Payment of Buyer Sample Clauses
Related to Payment of Buyer
Deliveries of Buyer At the Closing, Buyer will deliver to Seller the following:
Closing Deliveries of Buyer At the Closing, Buyer shall deliver to Seller:
Conditions to Obligation of Buyer The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions:
Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.
Representations of Buyer Buyer represents and warrants to Seller as follows:
Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE Section 2.01. Sale of the Mortgage Loans.............................2 Section 2.02. Obligations of Sellers Upon Sale.......................3 Section 2.03. Payment of Purchase Price for the Mortgage Loans.......6
Deliveries by Buyer At the Closing, Buyer shall deliver to Seller the following:
