Obligations of Sellers. The obligations of the Sellers under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.
Obligations of Sellers. (a) Each Seller shall furnish to the Company such information regarding such Seller, the ownership of Registrable Securities by such Seller and the proposed distribution by such Seller of such Registrable Securities as the Company may from time to time reasonably request.
Obligations of Sellers. Sellers will deliver the following items to Buyer at the Closing:
Obligations of Sellers. The obligations and liability of each Seller under this Master AAR Agreement and under the Agreements are several, and no Seller shall be responsible for the obligations of any other Seller under this Master AAR Agreement or the Agreements. Each representation, warranty, indemnity and covenant made by one Seller under this Master AAR Agreement or any of the Agreements is made by, or on behalf of, and with respect to, that Seller only, and not any other Seller.
Obligations of Sellers. The obligations of Sellers are subject to the satisfaction or waiver at Closing of each of the following conditions:
Obligations of Sellers. Unless expressly stated otherwise, any liability or obligation of the Sellers collectively arising out of this Agreement (including pursuant to Section 8.1) shall be several, not joint, and apportioned to each Seller according to the Seller’s Portion.
Obligations of Sellers. Except as otherwise expressly provided herein, the obligations of the Sellers to make the deposits and other payments contemplated by this Agreement are absolute and unconditional and all payments to be made by any Seller under or in connection with this Agreement shall be made free and clear of, and each Seller hereby irrevocably and unconditionally waives all rights of, any counterclaim, set-off, deduction or other analogous rights or defenses, in connection with such obligations, which it may have against the Purchaser (or the Administrative Agent (for the benefit of the Owners)). All stamp, documentary, registration or similar duties or taxes, including withholding taxes and any penalties, additions, fines, surcharges or interest relating thereto, which are imposed or chargeable in connection with this Agreement shall be paid by the Sellers; provided that the Purchaser (or the Administrative Agent (for the benefit of the Owners)) shall be entitled but not obliged to pay any such duties or taxes whereupon the Sellers shall on demand indemnify such party against those duties or taxes and against any costs and expenses so incurred by it in discharging them.
Obligations of Sellers. Subject to the other terms and conditions of this Article VII, Sellers shall indemnify, defend and hold harmless Buyer and Parent and its shareholders, directors, officers, employees, Affiliates, agents, representatives and permitted assigns, from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees and costs) (collectively, “Losses”), directly or indirectly, as a result of, in connection with, or based upon or arising from any of the following: (i) any inaccuracy in or breach or non performance of any of the representations, warranties, covenants or agreements made by Sellers in this Agreement or any Collateral Agreement; (ii) the failure of Sellers to perform fully any covenant, provision or agreement to be performed or observed by it pursuant to this Agreement or any Collateral Agreement; (iii) any other matter as to which Sellers in other provisions of this Agreement or any Collateral Agreement has agreed to indemnify Buyer; (iv) any product, information, or service ever manufactured, produced, distributed, published, used, provided, or sold by or on behalf of AFI; (v) any Intellectual Property ever owned, used, or developed by AFI that infringed, misappropriated, or otherwise violated the intellectual property rights of any other Person; or (vi) any Excluded Liability.
Obligations of Sellers. Each of the Seller Parties jointly and severally agrees to indemnify and hold harmless PEI and its directors, officers, stockholders, employees, Affiliates, agents and assigns from and against any and all Losses incurred directly or indirectly, as a result of, or based upon or arising from:
Obligations of Sellers. Sellers hereby covenant and agree with Buyer as follows:
