Seller Undertakings definition

Seller Undertakings means, collectively, all representations, warranties, covenants and agreements in favor of any Grantor, and all indemnifications for the benefit of any Grantor relating thereto, pursuant to the Assigned Agreements.
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Seller Undertakings shall have the meaning set forth in Section 7.1(b).
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Seller Undertakings has the meaning set forth in Section 6.5(e).
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Examples of Seller Undertakings in a sentence

  • Subject to the Seller Undertakings, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Property Documents and are providing the Property Documents solely as an accommodation to Purchaser.

  • Subject to the Seller Undertakings, Purchaser shall rely solely upon its own investigation with respect to the Property, including, without limitation, the Property’s physical, environmental or economic condition, compliance or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating thereto.

  • Subject to the Seller Undertakings, Seller expressly disclaims any and all liability for representations or warranties, express or implied, statements of fact and other matters contained in such information, or for omissions from the Property Documents, or in any other written or oral communications transmitted or made available to Purchaser.

  • To secure the payment and performance in full of Borrower’s Obligations, each of Holdings and Borrower hereby collaterally assigns and transfers to Agent, for the benefit of Lenders, all of its right, title and interest in, to and under the Purchase Agreement, including, but not limited to, its right, title and interest with respect to the Seller Undertakings and the Seller Indemnities.

  • This Assignment shall not expand the scope of the Seller Undertakings and the Seller Indemnities.

  • Each of Holdings and Borrower shall (i) keep Agent informed of all potential claims with respect to the Purchase Agreement, Seller Undertakings and Seller Indemnities and (ii) not, without the Agent’s consent: (A) waive any of its material rights or remedies under the Purchase Agreement with respect to any of the Seller Undertakings or Seller Indemnities or (B) settle, compromise or offset any amounts payable by Seller to Borrower thereunder.

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  • Any amounts payable to Buyer on account of a breach by Seller under this Agreement or any Seller Undertakings pursuant to the terms hereof shall be payable to Buyer first from the Holdback, without limitation of any further amounts owed to Buyer and payable by Seller hereunder.

  • If, on the date that is fifteen (15) months following the Closing Date for each Property (the “Outside Date”), no claims have been made by Buyer for a breach by Seller under this Agreement or any Seller Undertakings with respect to such Property, then Escrow Agent shall return the amount of the Holdback attributable to such Property to Seller.


More Definitions of Seller Undertakings

Seller Undertakings means, collectively, (i) with respect to the Closing Date Acquisition, all representations, warranties, covenants and agreements made by Seller in favor of any Borrower or any other Loan Party, and all indemnifications by a Seller for the benefit of any Grantor relating thereto, pursuant to the Closing Date Acquisition Documents, and (ii) with respect to the Centrex Acquisition, all representations, warranties, covenants and agreements made by the Centrex Sellers in favor of any Borrower or any other Loan Party, and all indemnifications by a Centrex Seller for the benefit of any Grantor relating thereto, pursuant to the Centrex Acquisition Documents.”
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Related to Seller Undertakings

  • Undertakings as references to obligations under this Framework Agreement;

  • Standard Securitization Undertakings means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that are customary in a Securitization Financing.

  • parent undertaking means a parent undertaking as defined in point (15)(a) of Article 4(1) of Regulation (EU) No 575/2013;

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • L/C Undertaking has the meaning set forth in Section 2.12(a).

  • Confidentiality Undertaking means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrowers and the Facility Agent.

  • group undertaking means the Company or another undertaking in the group;

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Additional Agreements means all agreements, instruments, documents and opinions other than this Loan Agreement, whether with or from Customer or any other party, which are contemplated hereby or otherwise reasonably required by MLBFS in connection herewith, or which evidence the creation, guaranty or collateralization of any of the Obligations or the granting or perfection of liens or security interests upon the Collateral or any other collateral for the Obligations.

  • Agreements All vendor Purchase Orders and/or Agreements/Contracts must be emailed to TIPS at xxxxxx@xxxx-xxx.xxx. Should an agency send an order direct to vendor, it is the vendor’s responsibility to forward the order to TIPS at the email above within 24 business hours and confirm its receipt with TIPS.

  • Transactional Agreements means: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Confidentiality Agreements is defined in Section 5.5(e) hereof.

  • Seller Warranties means the warranties given by the Seller in Schedule 3;

  • Letter of Undertaking means the letter of undertaking from, amongst others, the Issuer and its Managing Directors to the Initial Purchaser, Investment Manager and the Trustee.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;