Seller Obligations

Seller Obligations. The full and punctual performance by the Seller of its obligations under SECTION 5.01 of the Transfer and Sale Agreement (the "SELLER OBLIGATIONS").

Seller Obligations. Means: the obligations and liabilities of the Seller to any of the Company, the Agent and the Lenders, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with, (i) any fraud or intentional misrepresentation by the Seller in connection with, or in any way related to, the performance of, or failure to perform, any of the Seller's duties and obligations under the... Purchase Agreement, (ii) any intentional violations of the Seller's representations, warranties or covenants in the Purchase Agreement and any violations of the Seller's representations, warranties or covenants in the Purchase Agreement caused by the Seller's willful misconduct, (iii) the misapplication and/or misappropriation of any funds which the Seller is obligated to deliver to the Company or any other person in accordance with the terms of the Purchase Agreement or (iv) the intentional failure by the Seller to fully preserve, maintain and protect the Company's ownership interest in, and the Agent's first priority perfected security interest in, the Receivables, the Related Security and the Other Conveyed Property related thereto which has been Conveyed (as defined in the Purchase Agreement) to the Company in accordance with the terms of the Purchase Agreement; and View More