Sellers' Agreements. The Seller hereby (a) assigns, transfers and conveys the benefits of the representations, warranties and covenants of each Originator made to the Seller under the Sale Agreement to the Administrative Agent for the benefit of the Purchasers hereunder; (b) acknowledges and agrees that the rights of the Seller to require payment of a Rejected Amount from an Originator under the Sale Agreement may be enforced by the Purchasers and the Administrative Agent; and (c) certifies that the Sale Agreement provides that the representations, warranties and covenants described in Sections 4.01, 4.02 and 4.03 thereof, the indemnification and payment provisions of Article V thereof and the provisions of Sections 4.03(j), 6.12, 6.14 and 6.15 thereof shall survive the sale of the Transferred Receivables (and undivided percentage ownership interests therein) and the termination of the Sale Agreement and this Agreement.
Sellers' Agreements. (i) The sellers participating in such registration shall promptly provide all information concerning such sellers and/or the Seller required to be included in the Registration Statement which is requested by the Parent.
Sellers' Agreements. Xxxxxx agrees as follows:
Sellers' Agreements. (1) Sellers shall assist and use its best efforts to collect the Purchased Trade Receivables
Sellers' Agreements. In the event of the assertion or commencement by any person of any demand, claim or legal proceeding against Sellers with respect to an Assumed Trade Payable Sellers shall immediately notify Willi and Buyer of such assertion or commencement of any demand, claim or legal proceeding, and Willi and Buyer shall have the right, at their election, to proceed on behalf of Sellers with the defense of such demand, claim or legal proceeding on their own.
Sellers' Agreements. Sellers, jointly and severally, warrant, represent and agree that:
Sellers' Agreements. Sellers shall as from the date hereof approach, together and in cooperation with Merial, the Third Parties that are parties to the licenses and the agreements Related to the I/SP Business, and use its commercially reasonable efforts (without any obligation to pay money above a de minimis amount or agree to any material contractual concessions) to procure that (i) Merial enter into licenses with the respective Third Parties to replace any of such licenses that are not transferred with the I/SP Group, on terms and conditions no less favorable as a whole than those applicable to the I/SP Group as of the date of this Agreement, and (ii) the Third Parties waive any termination or renegotiation right they may have in the event of a change of control of the I/SP Group pursuant to those agreements, without any adverse change of the terms and conditions of such agreements, in each case at the I/SP Group’s cost. To the extent that any such Contract cannot be transferred or the full benefits of use of any such Contract or any related asset cannot be provided to Sanofi-Aventis following the Closing, then Sanofi-Aventis and Seller shall enter into such arrangements (including subleasing, sublicensing, supplying or subcontracting) to provide to the parties hereto the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Merial Group and the I/SP Group of the obligations thereunder.
Sellers' Agreements. Notwithstanding any other provisions of this Agreement, the undertakings and agreements of CGLIC, LINA, and LIC in this Agreement conxxxxute agreements and undertakings of each of them individually and not collectively, and any and all such undertakings and agreements are for the benefit of the Purchasers only, and are not intended to nor shall they be construed as conferring any benefit on or creating any rights in favor of the Company with respect to the Sellers or any of them. The Sellers have not verified any matters covered by any representations and warranties of the Company to Purchasers contained in this Agreement, and Sellers shall in no way be deemed to have agreed with any such representations and warranties of the Company (except to the extent covered by specific representations and warranties of Sellers under Section 2 hereof) to have any duty of due diligence or disclosure to the Purchasers with respect to those matters covered by the Company's representations and warranties contained in this Agreement. Further, in the event that the transactions contemplated hereunder and by the Escrow Letter are not timely consummated, Sellers have not waived and each of them specifically reserves any and all rights they and each of them may have with respect to the Company under the terms of the Note Agreement, the Operative Agreements, and any other agreements or documents delivered to them or any of them in connection with the transactions which are covered by or are the subject of the Note Agreement (collectively, the "Sellers' Transaction Documents"). Specifically, and without in any way limiting the generality of the preceding sentence, in the event the transactions contemplated hereunder and by the Escrow Letter are not timely consummated, the Sellers have not and shall not be deemed to have consented to or agreed to the provisions, or to have consented to the deferral of the exercise of any rights they or any of them may have under any of the Sellers' Transaction Documents or to any waiver, modification or amendment of or with respect to any of the Sellers' Transaction Documents, including, without limitation, the rights of the Sellers under Section 4.2(b) of the Note Agreement.
Sellers' Agreements. Performance by Seller in all material respects of Seller's obligations under this Agreement to be performed at or before the Closing Date.
Sellers' Agreements. 29 7.5 Exception to Filing of Registration Statement.................29 ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS
