By Seller and the Shareholders Sample Clauses

By Seller and the Shareholders. Subject to the terms and ------------------------------ conditions of this Section 11, Seller and each Shareholder, jointly and ---------- severally, hereby agrees to indemnify, defend and hold harmless Purchaser, TKC and each of their respective directors, officers, employees and controlled and controlling persons (hereinafter "Purchaser's ----------- Affiliates") from and against all Claims asserted against, resulting to, imposed ---------- upon, or incurred by Purchaser, or Purchaser's Affiliates, directly or indirectly, by reason of, arising out of, resulting from or not otherwise disclosed as a result of (a) the inaccuracy or breach of any representation or warranty of Seller or any Shareholder contained in or made pursuant to this Agreement, or (b) the breach of any covenant of Seller or any Shareholder contained in this Agreement. As used in this Section 11, the term "Claim" shall ---------- ----- include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid. Purchaser may, at its sole and absolute discretion, elect to set-off the amount or value or any such Claim against any payments otherwise due to Seller or Shareholders hereunder, whether in cash, Stock Payment, Purchase Note or otherwise as described in Section 11.4 ------------ provided, however, that should a court or arbitration (in accordance with the terms of this Agreement) make a final determination that Purchaser and/or TKC (as the case may be) has improperly set off the value of such Claim, then such amount improperly set-off may be recovered by Seller.
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By Seller and the Shareholders. Seller and the Shareholders, jointly and severally, agree to indemnify and defend Buyer and Buyer's directors, officers, employees and agents and to hold them harmless from and against any and all claims, liabilities, damages and expenses (including, without limitation, the fees and expenses of attorneys and expert witnesses, the costs of investigation and court costs) suffered or incurred by them, when and as suffered or incurred, whether or not any of such claims, liabilities, damages or expenses are suffered or incurred in connection with the ownership, operation, use, sale or possession of any of the Assets, directly or indirectly in connection with (a) the Assigned Contracts and arising on or prior to the Closing Date, to the extent that any of such claims, liabilities, damages and expenses are not specifically disclosed in writing by Seller to Buyer or are not accepted by Buyer prior to the Closing Date, or (b) any written or oral contracts, agreements, understandings or commitments that are not included in the Assets or are not legally and validly assigned hereunder, or (c) any breach of any covenant, agreement, representation or warranty by any of Seller and the Shareholders hereunder, (d) any infringement or violation by Seller of any intellectual property rights of any other person, or (e) any flaw or default in the design, materials used in, manufacture or installation of any Product manufactured or sold by Seller, or (f) the use or ownership of any of the Intangible Property.
Sample 1
By Seller and the Shareholders. After the Closing, Seller and each Shareholder (each a "SELLER PARTY"), jointly and severally, agree to indemnify and hold harmless the Purchaser, any of its subsidiaries and affiliates and their respective officers, directors, managers, employees, agents, representatives, advisors, stockholders and partners (collectively, the "PURCHASER INDEMNIFIED PARTIES") from and against any and all Losses caused by or arising out of (i) any breach of any representation or warranty of Seller or any Shareholder contained herein, (ii) any breach of any covenant or other obligation of Seller or any Shareholder contained herein, (iii) any Excluded Liabilities, (iv) any failure of Seller to comply with the so-called bulk sales law of any state, or (v) any royalties payable pursuant - 29 - 36 to the settlement agreement between Vitol Gas & Electric LLC and Nucleus Corporation, dated November 10, 1998, with respect to the transactions contemplated hereby. The Seller Parties may agree among themselves as to the allocation among them of any liability for indemnification under this Section 6.3(a), but no such agreement shall affect the liability of any of them to any Purchaser Indemnified Party.
Sample 1
By Seller and the Shareholders. From and after the Closing Date, Seller and the Shareholders agree to indemnify, defend and hold harmless Buyer and its respective directors, officers, employees, owners, agents and affiliates and their successors and assigns or heirs and personal representatives, as the case may be (each a “Buyer Indemnified Party”) from and against, and to promptly pay to or reimburse a Buyer Indemnified Party for, any and all losses, damages and expenses (including, without limitation, reasonable attorneys’ and other advisors’ fees and expenses), suits, actions, claims, deficiencies, liabilities or obligations (collectively, the “Losses”) sustained by such Buyer Indemnified Party relating to, caused by or resulting from: (i) any misrepresentation, breach of warranty, or failure to fulfill or satisfy any covenant or agreement made by Seller and the Shareholders; and (ii) the Assets, operations and business of Seller through the Closing Date.
Sample 1
By Seller and the Shareholders. Seller and the Shareholders shall, jointly and severally, indemnify, save and hold harmless Buyer and its Affiliates, successors and permitted assigns and each of the foregoing’s respective directors, officers, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against any and all Damages arising out of, resulting from or relating to, without duplication: (i) the breach of any representation or warranty made by Seller under ARTICLE III, (ii) the breach of any covenant or agreement of this Agreement or any of the Ancillary Agreements to be performed by Seller or either of the Shareholders, (iii) the Excluded Assets, (iv) the Excluded Employees, (v) the matter disclosed on item 5 of Section 3.14 of the Seller Disclosure Schedules or (vi) the Profit Sharing Plan and item 6 of Section 3.19 of the Seller Disclosure Schedules; provided that Seller and the Shareholders shall not have any obligation hereunder with respect to any breach set forth in (i) above unless the Buyer Indemnified Parties have made a claim for indemnification pursuant to Section 7.2(c) with respect to any such breach of a representation or warranty prior to the expiration of such representation or warranty as set forth in Section 7.1.
Sample 1

Related to By Seller and the Shareholders

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer..................................................

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

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