By the Shareholder. The Shareholder shall, and shall cause its Affiliates and their Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party and its Representatives and its financing sources conducted prior to the date hereof with respect to any Acquisition Proposal.
By the Shareholder. The Shareholder shall indemnify, save and hold harmless Parent, their affiliates and subsidiaries, and their respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to (1) any breach of any representation or warranty or the inaccuracy of any representation made by the Targets or the Shareholder in or pursuant to this Agreement, or (2) any breach of any covenant or agreement made by the Targets or the Shareholder in or pursuant to this Agreement; provided, however, that Parent makes a written claim for indemnification against the Shareholder.
By the Shareholder. The Shareholder represents and warrants as follows and acknowledges that HF Enterprises is relying upon such representations and warranties in connection with the purchase by HF Enterprises of the Company Shares.
By the Shareholder. (e) The Shareholder agrees, while this Agreement is in effect, not to (i) take, agree or commit to take any action that would make any representation and warranty of the Shareholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) agree or commit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.
By the Shareholder. The Shareholder covenants that, except as otherwise consented to in writing by the Company, from and after the date hereof until the Closing or the earlier termination of this Agreement the Shareholder (i) will use reasonable efforts consistent with past practice to preserve the Assets, (ii) shall not shall not enter into any contract, lease, license, obligation, indebtedness, commitment, purchase or sale relating to the Assets; and (iii) shall not enter into or assume any mortgage, pledge, conditional sale or other title retention agreement, or permit any Lien to be placed upon the Assets.
By the Shareholder. The Shareholder agrees to indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Shareholder, but only with respect to information regarding the Shareholder furnished in writing by or on behalf of the Shareholder expressly for inclusion in the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Shares; provided, however, that the liability of the Shareholder shall not be greater in amount than the dollar amount of the proceeds (net of any selling expenses) received by the Shareholder from the sale of the Shares giving rise to such indemnification.
By the Shareholder. Shareholder shall indemnify, save, defend and hold harmless each of the LRA Companies and their respective shareholders, directors, officers, partners, agents and employees (and in the event either of the LRA Companies assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee) (collectively, the "LRA Indemnified Parties") from and against any and all costs, lawsuits, losses, Liabilities, deficiencies, claims and expenses, including interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), incurred in connection with or arising out of or resulting from or incident to any breach (or in the event any third party alleges facts that, if true, would mean the Shareholder has breached), of any covenant, warranty or representation made by Shareholder in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Shareholder or its Affiliates pursuant to the terms of this Agreement; provided, however, that the Shareholder shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any LRA Indemnified Parties.
By the Shareholder. The Shareholder shall indemnify, save and ------------------ hold harmless Parent and Wireless, their affiliates and subsidiaries, and their respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (1) any breach of any representation or warranty or the inaccuracy of any representation made by the Company or the Shareholder in or pursuant to this Agreement, or (2) any breach of any covenant or agreement made by the Company or the Shareholder in or pursuant to this Agreement; provided, however, that Parent and Wireless makes a written claim for -------- ------- indemnification against the Shareholder within the applicable survival period.
By the Shareholder. From and after the Closing, the Shareholder agrees to indemnify, defend and hold harmless the Purchaser (which, for purposes of this Section 7.2.1, shall include the Purchaser and its Affiliates (including Kohlberg Kravis Xxxxxxx & Co., L.P. ("KKR") and after the Closing, the Company and its Subsidiaries), and each officer, director, employee, representative and advisor of the Purchaser and such Affiliates) from and against any loss, liability (including, without limitation, liabilities arising under principles of strict or joint and several liability), damage, claim (including, without limitation, demands, allegations, orders or other actions by governmental entities or other third parties) or cost or expense whatsoever (including, without limitation, reasonable legal, consultant and expert fees and any court costs) (collectively, "Damages"), incurred or sustained by the Purchaser arising out of, resulting from or attributable to, (A) the nonfulfillment of any agreement of the Shareholder under this Agreement, or (B) the breach of any representation or warranty on the part of the Shareholder 108 under this Agreement, or (C) the (i) Handling of any Hazardous Substance at any time prior to the Closing at or from the Xxxxxxxxx Facility, the London Facility or any Former Facility, including, but not limited to, the direct or indirect effects of the Handling of any Hazardous Substance on natural resources, Persons or property within or outside the boundaries of the Xxxxxxxxx Facility, the London Facility or any Former Facility; provided, however, the Shareholder's indemnity obligations pursuant to this clause (C)(i) of Section 7.2.1 shall not apply to any Damage arising out of or resulting from the investigation, assessment or remediation of a Hazardous Substance unless such investigation, assessment or remediation is required by or under an Environmental Law (the "Voluntary Action Exclusion"); provided further, however, the Voluntary Action Exclusion shall not limit any defense obligation in this Section 7.2.1; (ii) the failure at the Closing, or at any time prior to the Closing, of the Xxxxxxxxx Facility, the London Facility or any Former Facility to be in compliance with any applicable Environmental Law; or (iii) the failure at the Closing, or at any time prior to the Closing, of the Company to be in compliance with any Environmental Permit associated with the Xxxxxxxxx Facility, the London Facility or Former Facility, or (D) losses incurred by the Company ...
By the Shareholder. The Shareholder hereby indemnifies Purchaser for any loss, cost, expense or other damage suffered by Purchaser resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made by the Company herein, and any claims arising from the operations of the Company prior to the Closing Date.
