By Purchasers. Subject to the limitations set forth in this Article 6 and Section 7.14, from and after the Closing, each Purchaser agrees to indemnify and hold harmless Seller and Seller’s Affiliates together with their respective directors, officers, managers, employees and agents (each a “Seller Indemnified Party”) from and against any and all Losses that any Seller Indemnified Party incurs by reason of or in connection with any of the following circumstances:
(i) any breach by such Purchaser of any representation or warranty made by it in Article 3 or any breach or violation of any covenant, agreement or obligation of such Purchaser contained herein; and
(ii) as set forth in Part VI of Appendix B.
By Purchasers. Each Purchaser hereby represents and warrants to AER:
(i) this Agreement has been duly executed and delivered by Purchaser, and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors' rights generally and the discretion of the courts in granting equitable remedies;
(ii) Purchaser will acquire the Shares, the Conversion Shares, the Warrant and the Warrant Shares (collectively the "Securities") for its own account, to hold for investment, and with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of the Securities, and it will not make any sale, transfer, or other disposition of the Securities in violation of the Securities Act or any applicable state securities laws (the "State Acts"). There will be placed on the Warrant and any certificates for the Shares, the Conversion Shares and the Warrant Shares, a legend stating in substance: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS IN RELIANCE ON ONE OR MORE EXEMPTIONS THEREUNDER AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A SECURITIES PURCHASE AGREEMENT TO WHICH THE CORPORATION IS A PARTY. ANY TRANSFER OF THE SECURITIES REPRESENTED HEREBY IN VIOLATION OF SAID AGREEMENT SHALL BE VOID. THE CORPORATION WILL MAIL TO THE HOLDER OF THESE SECURITIES A COPY OF SUCH RESTRICTIONS WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR ADDRESSED TO THE CORPORATION.
(iii) Purchaser, in offering to subscribe for the Securities hereunder, has been given access to all material and relevant information concerning AER, thereby enabling Purchaser to make an informed investment decision concerning the Securities. Purchaser has relied solely upon an independent investigation made by it and its representatives, if any, and has, prior to the date hereof, been given access to and the opportunity to examine data and information relating to AER. In making its investment decision t...
By Purchasers. (i) Wire transfer to the Purchaser in the amount of $30,000, representing the total Purchase Price for the Shares, as instructed by the Seller.
By Purchasers. To the extent permitted by law, each Purchaser will indemnify and hold harmless the Company and the partners, officers, Directors, employees, trustees and legal counsel of the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, and any other Shareholder selling securities under such registration statement or any of such other Shareholder’s partners, directors, officers, employees, trustees and legal counsel of such Shareholder and each Person, if any, who controls such Shareholder within the meaning of Section 15 of the Securities Act, against any expenses, losses, claims, damages or liabilities (joint or several) (or actions in respect thereof) to which the Company or any such director, officer, employee, trustee, legal counsel, controlling Person or other such Shareholder, partner or director, officer, employee or controlling Person of such other Shareholder may become subject under the Securities Act, the Exchange Act or other applicable law, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Purchaser to the Company expressly for inclusion in the registration statement or Prospectus or amendment or supplement thereto, which constituted by the Purchaser an untrue statement of a material fact or any omission of a material fact required to be stated in the registration statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading: and such Purchaser will reimburse any legal or other expenses reasonably incurred by the Company or any such Director, officer, employee, controlling Person or other Shareholder, partner, officer, employee, director or controlling Person of such other Shareholder in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this Section 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Purchaser, which consent shall not be unreasonably withheld. For the avoidance of doubt, each Purchaser’s indemnification obligations pursuant to this Se...
By Purchasers. Purchasers may terminate this Agreement by giving written notice to Sellers at any time prior to the Closing in the event that (i) Sellers have breached any representation, warranty, or covenant contained in this Agreement to such an extent that the conditions set forth in Sections 10.1(a) and 10.1(b) shall not have been satisfied, or cannot be satisfied by August 15, 2011 (the “Termination Date”); provided, that Purchasers shall have provided written notification to Sellers of such breach and the breach shall have continued without cure for a period of ten (10) days after delivery of the notice of such breach; (ii) the Transfer Order shall not have been entered by the Bankruptcy Court and become a Final Order by one hundred twenty (120) days after the date hereof; (iii) any of the Bankruptcy Cases are converted to cases pursuant to Chapter 7 of the Bankruptcy Code; (iv) a Chapter 7 or Chapter 11 Trustee has been appointed; (v) an Examiner with expanded powers has been appointed in any of the Bankruptcy Cases of Sellers; (vi) the Bankruptcy Court enters an Order that materially alters, contravenes or violates this Agreement; (vii) the DIP Financing is not approved within twenty-one (21) days of the Petition Date; (viii) Sellers are in breach or default in any material respect of, the DIP Credit Documents, DIP Order or DIP Budget after five days notice by any Person and opportunity to cure; or (ix) the Termination Fee Order shall not have been entered by the Bankruptcy Court within twenty-five (25) days of the date hereof or shall not have become a Final Order by the eleventh day after such entry of the Termination Fee Order. At their sole and absolute discretion, Purchasers have the right to waive termination or agree to extend any deadlines under this Section 11.1(b).
By Purchasers. Each Purchaser shall promptly after obtaining knowledge of such matter notify the Company of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of such Purchaser 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, in each case, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.5(b) shall not limit or otherwise affect the remedies available hereunder to the Company or the representations, warranties or covenants of such Purchaser or the conditions to the obligations of the Company.
By Purchasers. Each Purchaser and any subsequent holder of Notes may, at any time or from time to time, sell, agree to sell or assign or transfer to one or more Persons, all or any portion of its interest in the Loans, this Agreement and the other Note Documents; PROVIDED, that the parties to each such assignment shall execute and deliver to the Company with a copy to the Agent, for its acceptance and recording in the Note Register, an Assignment and Acceptance in the form of EXHIBIT L attached hereto (an "ASSIGNMENT AND ACCEPTANCE AGREEMENT"), together with the Note or Notes subject to such assignment. In the event of any such sale, assignment or transfer of a Note, upon surrender for exchange of any Note at the office of the Company designated for notices in accordance with Section 12.2, the Company shall execute and deliver in exchange therefor, without expense to the holder, one or more new Notes in the same aggregate principal amount as the then unpaid principal amount of the Note so surrendered as such holder shall specify, dated as of the date to which interest has been paid on the Note so surrendered (or, if no interest has been paid, the date of such surrendered Note), in the name of such Person or Persons as may be designated by such holder in writing, and otherwise of the same form and tenor as the Note so surrendered for exchange. Every Note surrendered for transfer shall be duly endorsed, or accompanied by a written instrument of transfer duly executed by the holder of such Note or its attorney duly authorized in writing.
By Purchasers. Each Purchaser shall indemnify, save and hold harmless Sellers, from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, (herein, the "Damages") incurred in connection with or arising out of or resulting from any breach of any covenant or warranty, or the inaccuracy of any representation, made by such Purchaser in this Agreement or in any other agreement or instrument executed or delivered by such Purchaser in
By Purchasers. (i) Wire transfer to The Lebrecht Group, APLC Client Trust Account the amount of $16,000, representing the total Purchase Price for the Shares, to the wire instructions provided by the Escrow Agent.
By Purchasers. This Agreement may be terminated by the Purchasers, if the Company breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (a) would give rise to the failure of a condition set forth in Section 3.2, (b) cannot be cured prior to the Cutoff Date or has not been cured within 15 days following delivery of written notice of such breach or failure to perform and (c) has not been waived by the Purchasers.
