Sellers3 Clause Samples
Sellers3
Related to Sellers3
SELLERS s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.
Buyer Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed
By Sellers From and after the Closing, each Seller shall jointly and severally indemnify the Company and each Buyer and their directors, officers, employees, shareholders, agents and Affiliates (the "Buyer Group"), without duplication, against, and hold each of them harmless from, any and all losses, liabilities, damages, fines, penalties, fees, assessments, costs and expenses (including reasonable attorneys' fees and expenses) (collectively, the "Damages") paid, suffered or incurred by any member of the Buyer Group as a result of or arising from the following: (a) Any breach of any representation and warranty made jointly and severally in this Agreement by a member of the Selling Group or made individually by such Selling Group Member; (b) Any of the Excluded Liabilities; (c) Any breach of any covenant made by a member of the Selling Group in this Agreement; and (d) Any item disclosed on Schedules 2.4 or 2.8 of the Disclosure Schedule. No member of the Selling Group shall have any right to contribution from the Company, or any other right to recover from, to offset, or to share any Obligation with the Company with respect to any Liability arising under this Section 4.1. Notwithstanding the foregoing, the Indemnifying Party shall be liable only for the amount of any Damages which is net of any insurance proceeds paid to the Indemnified Party with respect thereto or the accrual of any tax benefits readily determinable to be available to the Indemnifying Party; provided that the Indemnified Party may elect to notify the Indemnifying Parties of the estimated cost to be incurred in determining the amount of any Tax accrual, and the Indemnifying Parties may elect to pay such costs as a condition to obtaining the benefit of the reduction in Damages due to the Tax accrual or elect not to pay such costs and obtain any reduction in Damages due to the Tax accrual.
Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.