SELLERS Clause Samples

SELLERS s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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SELLERS s/ ▇▇▇ ▇▇▇▇▇▇ ------------------------------------ ▇▇▇ ▇▇▇▇▇▇

SELLERS. Each Seller has been duly organized and validly exists in good standing as a limited liability company under the laws of the jurisdiction of its incorporation, organization or formation. Each Seller (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, (y) execute, deliver and perform its obligations under the Repurchase Documents to which it is a party, and (z) acquire, own, sell, assign, pledge and repurchase the Purchased Assets, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect. Each Seller’s exact legal name is set forth in the preamble and signature pages of this Agreement. Each Seller’s location (within the meaning of Article 9 of the UCC), and the office where each Seller keeps all records (within the meaning of Article 9 of the UCC) relating to the Purchased Assets is at the address of Sellers referred to in Annex 1. Each Seller has not changed its name within the past twelve (12) months. Each Seller has changed its location to the location shown in Section 7.16 within the past twelve (12) months. ACRC Seller’s organizational identification number is 5044236 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. TRS Seller’s organizational identification number is 5447261 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. Each Seller has no subsidiaries. Each Seller is a wholly-owned Subsidiary of Pledgor. The fiscal year of each Seller is the calendar year. Each Seller has no Indebtedness, Contractual Obligations or Investments other than (a) ordinary trade payables, (b) in connection with Assets acquired or originated for the Transactions, (c) the Repurchase Documents, and (d) ordinary and necessary expenses incurred in connection with any of the activities permitted under Section 9.01(q) or (s). Each Seller has no Guarantee Obligations.

SELLERS. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇

SELLERS. VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership By: Vestcor Financial Associates IV, Inc., a Florida corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership By: VCP-Chase Ridge Associates, Inc., a Florida corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership By: VCP-Timuquana Partners, Inc., a Florida corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President 3 THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership By: First Coast Partners, Inc., a Florida corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President PURCHASER: BCMR SPECIAL, INC., a Massachusetts corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ ----------------------------------- ▇▇▇▇ ▇. ▇▇▇▇ Senior Vice President AMENDMENT THIS AMENDMENT (this "Amendment"), is dated as of this 14th day of April, 2003 (the "Amendment Effective Date"), by and between VESTCOR-BAY POINTE PARTNERS, LTD., a Florida limited partnership, VCP-CHASE RIDGE ASSOCIATES, LTD., a Florida limited partnership, VCP-TIMUQUANA ASSOCIATES, LTD., a Florida limited partnership, THE TIMBERS ASSOCIATES, LTD., a Florida limited partnership (referred to below individually as the "Seller" and collectively as the "Sellers"), and BCMR SPECIAL, INC., a Massachusetts corporation (the "Purchaser").

SELLERS. (i) Each Party hereby agrees, on its own behalf and on behalf of its directors, managers, officers, owners, employees and Affiliates and each of their successors and assigns (all such parties, the “Waiving Parties”), that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (or any successor thereto) (“K&E”) may represent any RSI Company or any direct or indirect director, manager, officer, owner, employee or Affiliate thereof, in connection with any dispute, claim, Proceeding or Liability arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby (any such representation, the “Company Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the RSI Companies in connection with the transactions contemplated by this Agreement, and each Party on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Company Post-Closing Representation may be directly adverse to the Waiving Parties. (ii) Each of the Sellers, the Buyer, the Sponsor and the Company acknowledges that the foregoing provision applies whether or not K&E provides legal services to the RSI Companies after the Closing Date. Each of the Sellers, the Buyer, the Sponsor and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the RSI Companies and/or any director, manager, officer, owner, employee or representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute, claim, Proceeding or Liability arising out of or relating to, this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby or any matter relating to any of the foregoing, are privileged communications and the attorney-client privilege and the expectation of client confidence belongs solely to the RSI Companies and is exclusively controlled by the RSI Companies and shall not pass to or be claimed by the Sellers, the Sellers’ Representative, Buyer or the Sponsor. From and after the Closing, none of the Buyer, the Sponsor, any Seller or any Person purporting to act on behalf of or through the Buyer, the Sponsor, any Seller or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Clos...

SELLERS. In entering into this Amendment, each Seller hereby makes or repeats (as applicable) to Buyer Agent and the MUFG Buyer as of the date hereof (or, to the extent expressly relating to a specific prior date, as of such prior date) the representations and warranties set forth in the Framework Agreement and each other Transaction Agreement to which such Seller is a party, and such representations and warranties shall be deemed to include this Amendment. Each Seller further represents that it has complied with all covenants and agreements applicable to it under the Framework Agreement and each of the other Transaction Agreements to which it is a party.

SELLERS and BUYER shall promptly provide each other with information as to any significant developments in the performance of this Agreement, and shall promptly notify the other if it discovers that any of its representations, warranties and covenants contained in this Agreement or in any document delivered in connection with this Agreement was not true and correct in all material respects or became untrue or incorrect in any material respect.