By AMC Sample Clauses

By AMC. AMC agrees not to sell, and will use its reasonable best efforts to prevent any of its Affiliates from selling, during the SPCC Sponsorship Period any shares of Common Stock or other equity securities or any securities convertible into or exchangeable or exercisable for such securities, including Common Stock issuable upon the sale or conversion of the Class A Common Stock.

By AMC. Although the Buyer may engage AMC for the purpose, all packaging, handling, transporting, insuring, and delivering of purchased Lots is the sole responsibility and occurs at the sole risk and expense of the Buyer, subject to the provisions of the Collection and Shipment of Wines form. The Buyer shall pay AMC in advance for all expenses incurred by AMC in executing such engagement. By Third Parties. AMC, on behalf of the Buyer, will follow the Buyer’s instructions in arranging the delivery of the purchased Property by a carrier selected by the Buyer.

By AMC. Although the Buyer may engage AMC for the purpose, all packaging, handling, transporting, insuring, and delivering of purchased Lots is the sole responsibility and occurs at the sole risk and expense of the Buyer, subject to the provisions of the Collection and Shipment of Wines form. The Buyer shall pay AMC in advance for all expenses incurred by AMC in executing such engagement. By Third Parties. AMC, on behalf of the Buyer, will follow the Buyer’s instructions in arranging the delivery of the purchased Property by a carrier selected by the Buyer; provided, however, that AMC is not responsible for any acts or omissions of any carrier or shipper, including, without limitation, any packing, handling, transporting, insuring or delivering of any Lot.

By AMC. AMC will indemnify, defend and hold harmless Ground Provider and its corporate members, officers, directors, trustees, employees and agents for all Claims arising or resulting from (a) the negligent acts or omissions or willful misconduct of AMC or any of its agents, representatives or employees in connection with AMC’s performance of its obligations as set forth in this Agreement, or (b) breach of this Agreement by AMC or any of its agents, representatives or employees.

By AMC. (i) Subject to the limitations set forth in Section 8.2, if the Closing shall occur, AMC shall indemnify, save and hold harmless Parent and its Subsidiaries, and each of their respective directors, officers, employees, stockholders (other than AMC and its Affiliates), successors, transferees and assignees, and Representatives (each, a “Parent Party”), from and against any and all costs, losses, charges, liabilities, obligations, damages (whether actual or punitive), lawsuits, response actions, removal actions, remedial actions, judgments, deficiencies, demands, fees, claims, settlements and expenses, including, without limitation, interest, penalties, costs of mitigation, reasonable attorneys’ fees and expenses, all amounts paid in the investigation, defense or settlement of any of the foregoing and costs of enforcing this indemnity (collectively, “Damages”), incurred or suffered in connection with, arising out of, resulting from or relating or incident to, whether directly or indirectly: (1) any untruth, inaccuracy or incorrectness of, or other breach of, any representation or warranty of or by the Seller Parties contained in Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Company and its Subsidiaries), Section 3.3 (Authority Relative to this Agreement), Section 3.5 (Certifications), Section 3.9 (ASC), Section 3.14(b) (Taxes), and Section 3.21 (Affiliate Transactions); (2) the nonfulfillment, nonperformance, nonobservance or other breach or violation of, or default under, the covenants contained in Section 2.9(b) (Post-Closing Deliveries), Section 5.6(d) (Permits) and Section 5.11(b) (Méxican Tax Procedures); (3) any Pre-Closing Environmental Matters; and (4) the enforcement by any Parent Party of the rights of indemnification provided in this Section 8.1(a). (ii) The claims for indemnity by Parent Parties pursuant to this Section 8.1(a) are referred to as “Parent Claims.” The indemnity provided for in this Section 8.1(a) is not limited to Third-Party Claims against any Parent Party, but includes Parent Claims incurred or sustained by any Parent Party in the absence of Third-Party Claims.