Seller and Sample Clauses

Seller and. Buyer acknowledge that Buyer shall not be deemed Seller's agent and Seller shall not be deemed Buyer's agent in connection with said exchange. Seller and Buyer further acknowledge that all agreements in connection with performing the exchange shall be prepared at Seller's expense by Seller's counsel in the event Seller effectuates a 1031 exchange and at Buyer's expense by Buyer's counsel in the event Buyer effectuates a 1031 exchange.
Seller and. Digital Angel, jointly and severally, will indemnify and hold Buyer harmless from any damage, loss, liability or expense (including, without limitation, reasonable expenses of investigation, reasonable attorneysfees and other reasonable legal costs and expenses) arising out of any breach of a representation or warranty or covenant made by Seller or Digital Angel in this Agreement, in any exhibit or schedule attached to this Agreement, or in any agreement, instrument, or document provided to Buyer by or on behalf of Seller in connection with the transactions contemplated hereby. Buyer will indemnify and hold Seller and Digital Angel harmless from any damage, loss, liability or expense (including, without limitation, reasonable expenses of investigation, reasonable attorneys’ fees and other reasonable legal costs and expenses) arising out of any breach of a representation or warranty or covenant made by Buyer in this Agreement, in any exhibit or schedule attached to this Agreement, or in any agreement, instrument, or document provided to Seller by or on behalf of Buyer in connection with the transactions contemplated hereby. The indemnification obligations under this Section 11.3 shall survive execution of this Agreement for a period of two (2) years. The maximum liability of Seller and Digital Angel or Buyer under this Section 11.3 shall be $250,000.
Seller and. Purchaser shall do and perform such further acts and execute and deliver such further instruments as may be required by Applicable Law or reasonably requested by either party to carry out and effectuate the purposes of this Agreement and the Assignment and Assumption Agreement.
Seller and. Shareholders acknowledge and agree that Buyer would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any Breach of this Agreement by Seller or Shareholders could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which FindWhat or Buyer may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent Breaches or threatened Breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.
Seller and. QPQ Medical are each fully able, authorized and empowered to execute and deliver this Agreement and any other agreement or instrument contemplated by this Agreement and to perform his or its covenants and agreements hereunder and thereunder. This Agreement and any such other agreement or instrument, upon execution and delivery by Seller and QPQ Medical (and assuming due execution and delivery hereof and thereof by the other parties hereto and thereto), will constitute a valid and legally binding obligation of Seller, in each case enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in affect which affect creditor's rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against Seller under or by virtue of this Agreement or such other agreement or instrument.
Seller and. Los Abrigados, in the course of conducting such businesses, may accept promissory notes, mortgages, and such other documents from purchasers of Intervals or Los Abrigados Intervals, respectively ("Purchasers") evidencing such Purchasers' obligations to make payments to Seller or Los Abrigados, respectively, for the balance of the purchase price of the Intervals or the Los Abrigados Intervals (collectively "Contracts").
Seller and not Buyer shall be liable for the payment of any health expenses incurred for continuation coverage under section 4980B of the Code or Part 6 of Title I of ERISA with respect to "qualifying events" (within the meaning of section 4980B(f)(3) of the Code section 603 of ERISA) occurring on or before the Closing with respect to Transferred Employees (or their dependents). After the Closing, Seller shall cause any "qualified beneficiary" (within the meaning of section 4980B(g)(1) of the Code or section 607 of ERISA) with respect to such qualifying events to be covered under Seller's group health plan for the period of continuation coverage. After the Closing, Buyer shall be responsible and liable for payments of any health care expenses for continuation coverage (i) that are incurred by Transferred Employees (and their dependents) who terminate employment with or retire from Buyer after the Closing and (ii) that are covered and payable under any group health plan of Buyer in which Transferred Employees participate.

Related to Seller and

Seller and Buyer May Affirm or Terminate Without limiting any other right or remedy of the parties including those under this contract or any right at law or in equity, if the Seller or Buyer, as the case may be, fails to comply with an Essential Term, or makes a fundamental breach of an intermediate term, the Seller (in the case of the Buyer’s default) or the Buyer (in the case of the Seller’s default) may affirm or terminate this contract.
THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.....................................................
Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.
Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:
SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:
Seller First Horizon Home Loan Corporation, a Kansas corporation, and its successors and assigns, in its capacity as seller of the Mortgage Loans.
THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS Section 6.01 Respective Liabilities of the Depositor, the Master Servicer and the Sellers. The Depositor, the Master Servicer and each Seller shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.
The Sellers Section 9.01
After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.
Prior to Closing 9.1.1 This Agreement may be terminated at any time prior to the Closing by the mutual written consent of each of the parties hereto.