By Acquiror. Between the Effective Date and the Closing Date, Acquiror shall give prompt notice to Transferor in the event Acquiror becomes aware of (i) any fact or condition that causes or constitutes a Breach of any representation or warranty of Acquiror set forth herein as of the Effective Date, (ii) any fact or condition that would cause or constitute a Breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition, (iii) the occurrence of any Breach of any covenant of Acquiror in this Agreement, or (iv) the occurrence of any event that Acquiror believes will make the satisfaction of any of the conditions set forth in Section 5 impossible or unlikely. In the event that any fact or condition of the type described in the foregoing clause (i) or (ii) would have required any change in any of the Schedules or Exhibits to this Agreement if such fact or condition had occurred or been known as of the Effective Date, Acquiror shall promptly deliver to Transferor a supplement to such Schedule or Exhibit specifying the necessary change.
By Acquiror. In the event the Acquiror (i) breaches or is deemed to have breached any of the representations and warranties contained in this Agreement or (ii) fails to perform or comply with any of the covenants and agreements set forth in this Agreement, then the Acquiror shall hold harmless, indemnify and defend Transferor, and each of its directors, officers, shareholders, attorneys, representatives and agents, from and against any Damages incurred or paid by Transferor to the extent such Damages arise or result from a breach by the Acquiror of any such representations and warranties or a violation of any covenant in this Agreement.
By Acquiror. (i) if the Merger and the Transactions fail to receive the approval required by Applicable Law, by vote (or to the extent permitted by Applicable Law, by consent) of the Stockholders;
By Acquiror. (i) Acquiror shall give prompt notice to Company of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Acquiror to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.
By Acquiror. (i) if Seller breaches any of its representations and warranties or covenants contained in this Agreement, which breach (A) would give rise to the failure of a condition set forth in Article VI and (B) cannot be or has not been cured within 60 days after the giving of written notice to Seller of such breach; or
By Acquiror. Acquiror shall indemnify Transferor against any and all Losses and against all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) or diminution in value, whether or not involving a Third-Party Claim to which Transferor may become subject or which it may suffer or incur, directly or indirectly, as a result from or in connection with:
By Acquiror. Acquiror hereby represents and warrants to Seller as follows:
By Acquiror. (c) Each party hereto shall: (i) notify the other parties (within one (1) business day) and in writing (as promptly as practicable) if any inquiries or proposals, including a request for information, regarding a Competing Transaction for such party are received by such party, or, to the knowledge of such party, by any of such party's respective Representatives; (ii) include in such notice the identity of the person making any such inquiry or proposal, the material terms of such inquiry or proposal and, if in writing, shall promptly deliver or cause to be delivered to such other party a copy of such inquiry or proposal, along with all other documentation and related correspondence; and (iii) keep such other parties informed, on a current basis, of the nature of any such inquiries and the status and terms of any such proposals, including any amendments or proposed amendments thereto.
By Acquiror. From and after the Effective Time and subject to the limitations contained in Section 8.2, Acquiror will indemnify and hold the Shareholders harmless against any Damage that the Shareholders have incurred by reason of the breach by Acquiror or Merger Sub of any representation, warranty, covenant or agreement of Acquiror or Merger Sub contained in this Agreement that occurs or becomes known to the Shareholders during the Escrow Period. A release of Escrow Shares in the amount of such Damages (and corresponding offset against any Damages otherwise assertable by Acquiror against Escrow Shares) shall be the Shareholders' sole and exclusive remedy for any such breach by Acquiror or Merger Sub, provided, however, that, in addition to any right to receive shares from the Escrow Fund, Acquiror shall be fully liable to the Shareholders for any Damages relating to Acquiror's willful misconduct or fraud in connection with the representations and warranties set forth herein and the transactions contemplated under this Agreement and in connection with the Merger without limitation.
By Acquiror. Acquiror agrees to indemnify and hold harmless Sellers against any and all losses, claims, damages or liabilities (or actions or proceedings in respect thereof), based upon or arising out of (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or used in connection with the offering of the Acquisition Shares, or any exhibit, amendment or supplement thereto or any document incorporated by reference therein, (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by Acquiror of the Securities Act, the Exchange Act or any other law or regulation relating to the offer or sale of the Acquisition Shares, including, without limitation, any state securities or blue sky laws; and Acquiror will reimburse each such indemnified party for any legal or any other expenses reasonably incurred by them in connection with investigating, preparing, pursuing or defending any such loss, claim, damage, liability, action or proceeding, except insofar as any such loss, claim, damage, liability, action, proceeding or expense arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, exhibit, amendment, supplement or document filed therewith or incorporated by reference thereto in reliance upon and in conformity with written information furnished to Acquiror by or on behalf of Sellers or such other person expressly for use in the preparation thereof, or (B) any misstatement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Sellers prior to the pertinent sale or sales by Sellers.
