Common use of Certain Conditions Precedent Clause in Contracts

Certain Conditions Precedent. No Seller Group member shall be obligated to pay any amounts to any third party on behalf of any Service Recipient Group member (including, without limitation, in respect of any accounts payable of Service Recipient Group for which any Seller Group member is providing Accounts Payable Services) unless and until the following conditions shall have been met: (a) to the extent the Seller Group does not have sufficient cash receipts in respect of the accounts receivable of Service Recipient Group to pay such third party, Service Recipient Group shall deposit cash in an amount equal to the amount owed to such third party into the bank account of the Seller Group set forth on Schedule D attached hereto for the payment to such third party by the Seller Group; and (b) Service Recipient Service Manager shall have instructed the Seller Group in writing that such third party shall be paid. For the avoidance of doubt, no member of the Seller Group shall be liable to Service Recipient, any Service Recipient Group member or any third party for (x) any breach of this Section 6.02 by Service Recipient or any Service Recipient Group member (including, without limitation, if the Seller Group does not pay a third party or account payable as a result of such breach) or (y) carrying out the instructions of Service Recipient or any Service Recipient Group member, and each Service Recipient Group member and Service Recipient, jointly and severally, shall indemnify and defend each Seller Group member against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any of them in connection with, or otherwise with respect to the foregoing.

Certain Conditions Precedent. No Seller Group member shall be obligated to pay any amounts to any third party on behalf of any Service Recipient Buyer Group member (including, without limitation, in respect of any accounts payable of Service Recipient the Buyer Group for which any Seller Group member is providing Accounts Payable Services) unless and until the following conditions shall have been met: (a) to the extent the Seller Group does not have sufficient cash receipts in respect of the accounts receivable of Service Recipient the Buyer Group to pay such third party, Service Recipient the Buyer Group shall deposit cash in an amount equal to the amount owed to such third party into the bank account of the Seller Group set forth on Schedule D attached hereto for the payment to such third party by the Seller Group; and (b) Service Recipient the Buyer Service Manager shall have instructed the Seller Group in writing that such third party shall be paid. For the avoidance of doubt, no member of the Seller Group shall be liable to Service Recipientthe Buyer, any Service Recipient Buyer Group member or any third party for (x) any breach of this Section 6.02 by Service Recipient Buyer or any Service Recipient Buyer Group member (including, without limitation, if the Seller Group does not pay a third party or account payable as a result of such breach) or (y) carrying out the instructions of Service Recipient the Buyer or any Service Recipient Buyer Group member, and each Service Recipient Buyer Group member and Service Recipientthe Buyer, jointly and severally, shall indemnify and defend each Seller Group member against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any of them in connection with, or otherwise with respect to the foregoing.