By Seller Parties Sample Clauses

By Seller Parties. The Seller Parties, jointly and severally as between Seller and the Principal Stockholders and severally as between Ampersand LP and Ampersand CF LP, shall indemnify, save and hold harmless the Buyer Parties, and their respective directors, officers, shareholders, owners, agents, Affiliates, Representatives, successors and assigns (each a “Buyer Indemnified Party”), from and against any and all costs, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including interest, penalties, costs of mitigation, 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 or resulting from: (i) any breach or inaccuracy of any representation or warranty of Seller contained in or made pursuant to this Agreement (including the Disclosure Schedule) or any of the Ancillary Agreements to which Seller is a party; (ii) any breach or inaccuracy of any representation or warranty of either of the Principal Stockholders contained in Article V of this Agreement; (iii) any breach, non-compliance, violation or non-fulfillment of any covenant or agreement of any of the Seller Parties contained in or made pursuant to this Agreement or any of the Ancillary Agreements to which Seller is a party; (iv) any Excluded Liability or any Excluded Asset, regardless of whether or not the Disclosure Schedule discloses any such Excluded Liability or Excluded Asset; (v) any Liability imposed upon any Buyer Party under any fraudulent transfer, bulk sales or similar laws by reason of such Buyer Party’s status as a transferee of the Business or the Assets; or (vi) any fees, expenses or other payments incurred or owed by any Seller Party to any agent, broker, investment banker or other firm or Person retained or employed by it in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.
Sample 1See All (5)
AutoNDA by SimpleDocs
By Seller Parties. From and after the Closing Date, the Stockholders, jointly and severally (subject to the terms of Sections 4.4 and 4.29), shall indemnify and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, a "BUYER INDEMNIFIED PARTY") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Buyer Indemnified Party in connection therewith including consequential damages) (collectively, "DAMAGES") that such Buyer Indemnified Party may sustain, suffer or incur and that result from, arise out of or relate to (a) any breach of any of the respective representations, warranties, covenants or agreements of any the Seller Parties contained in this Agreement or in the Seller Closing Certificates, (b) any Environmental Condition existing on or before the Closing, and (c) any Liability of any Seller Party involving Taxes due and payable by, or imposed with respect to any Seller Party for any all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable). Stockholders shall be liable under this Agreement up to an amount equal to (i) for the period from the Closing Date through the first anniversary date of the Closing Date, (A) the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. and (ii) for the period from the first anniversary date through the Expiration Date, (A) 50% of the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. Notwithstanding anything in this Agreement to the contrary, (i) the Stockholders shall not have any liability under this Section 11.1 unless the aggregate indemnification obligations under this Section 11.1 exceed $25,000 (the "INDEMNIFICATION THRESHOLD"), and (ii) the Stockholders shall only have liability under this Section 11.1 to the extent...
Sample 1See All (4)
By Seller Parties. Pro Rata Share. Subject to the limitations and conditions set forth in Section 11.3, from and after the Closing, the Seller Parties shall severally and not jointly, in accordance with their respective Pro Rata Share, indemnify and hold harmless each of the Buyer Parties, the Surviving Entities, the Company, the Company’s Subsidiaries and each of their respective officers, managers, directors, employees and agents (each, a “Buyer Indemnitee”; provided that, for the avoidance of doubt, for purposes of this Agreement, a “Buyer Indemnitee” shall not include any Seller Party) from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (including reasonable attorneys’ fees) and disbursements (collectively, “Losses”) suffered or incurred by such Buyer Indemnitee based upon, arising out of or otherwise in respect of: (i) any breach of any representation or warranty contained in Article 5 (including any Schedule or Exhibit attached hereto insofar as it relates thereto) (with respect to the representations and warranties in Section 5.23, only to the extent such Losses are with respect to a Pre-Closing Tax Period) (determined in each case without regard to any qualification with respect to any materiality, Company Material Adverse Effect or other similar qualification, other than any such qualification used in Section 5.1, 5.2, 5.5, 5.16 or 5.19, the first sentence of Section 5.11, the first parenthetical phrase in Section 5.15(a), or in the usage in Article 5 of the defined terms “Company Material Permit” or “Company Material Contract”), provided that any breach of any representation or warranty contained in Section 5.23 shall be determined without giving effect to the disclosure set forth in Schedule 5.23(f) or (i) (i.e., the Buyer Indemnitees shall be entitled to indemnification in respect of such matter notwithstanding the disclosure of such matter in Schedule 5.23(f) or (i)); (ii) any breach of any covenant or agreement of the Company or CCCS Holdings contained in this Agreement (including any Schedule or Exhibit attached hereto) (determined in each case without regard to any qualification with respect to any materiality, Company Material Adverse Effect or other similar qualification, other than any such qualification used in Section 7.1 or 7.2 or in the usage in Section 7.1 or 7.2 of the defined terms “Company Material Permit” or “Company Material Contract”); (iii) any Transfe...
Sample 1Sample 2
By Seller Parties. In connection with any registration statement in which a Seller Party is participating, such Seller Party will furnish to Hanover in writing such information as Hanover reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify Hanover, its directors, employees and officers and each Person who controls Hanover (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including, but not limited to, reasonable attorneys' fees and expenses) resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Seller Party or its Affiliates for the acknowledged purpose of inclusion in such registration statement, prospectus or preliminary prospectus; provided that the liability of each Seller Party will be limited in all events to the net amount received by such Seller Party from the sale of Registrable Securities pursuant to such registration statement.
Sample 1
By Seller Parties. The Seller and Covanta, individually and as Servicer, agrees with respect to itself that it shall, and Covanta agrees that it shall cause each Originator to: (i) refrain from posting to a website or publish or otherwise distribute to any other Person this Agreement and the other Transaction Documents, including any pricing hereunder or thereunder and (ii) maintain the confidentiality of the information in this Agreement and the other Transaction Documents relating to structuring fees, used fees, unused fees, other fees, yield, and other pricing terms, including in communications with third parties and any publications; provided, that the Transaction Documents and such information may be disclosed (A) to third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent; (B) as required by the rules of any stock exchange; (C) to legal counsel, accountants and auditors for the Seller Parties if such counsel, accountants and auditors agree to hold it confidential or are otherwise under a professional duty to maintain the confidentiality of such information, (D) as required by Law or pursuant to any binding court order, subpoena, or other legal process and (E) if required in connection with any litigation or dispute between the parties hereto (provided that each Seller Party will use reasonable efforts to obtain confidential treatment for such information in connection with such litigation or dispute).
Sample 1
By Seller Parties. Seller Parties shall immediately cease and cause to be terminated any existing discussions or negotiations with any Person conducted heretofore with respect to any TCB Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished to such Person(s). Notwithstanding any other provision of this Agreement, at any time prior to obtaining the Stockholder Approval, in response to a bona fide written TCB Takeover Proposal that the Board of Directors of TCB Digital determines in good faith by a majority vote of the disinterested members thereof (after consultation with outside counsel) constitutes or would reasonably be expected to lead to a TCB Superior Proposal, and which TCB Takeover Proposal was not solicited after the date hereof and was made after the date hereof and did not otherwise result from a breach of this Section 7.10, TCB Digital may, if its Board of Directors determines in good faith by a majority vote of the disinterested members thereof (after consultation with outside counsel) that it is required to do so in order to comply with its fiduciary duties to the stockholders of TCB Digital (excluding Gold Lion) under applicable law (x) furnish information with respect to TCB Digital to the Person making such TCB Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement (a copy of which shall be provided to Zoom); provided that all such information has previously been provided to Zoom or is provided to Zoom prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such TCB Takeover Proposal (and its Representatives) regarding such TCB Takeover Proposal.
Sample 1
By Seller Parties. The Seller Parties, jointly and severally, shall indemnify, save and hold harmless the Buyer Parties, and their respective Affiliates and Representatives (each a “Buyer Indemnified Party”), from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up or remedial action), losses resulting from any shutdown or curtailment of operations, damages to the environment, costs and expenses incurred in connection with the exercise of the Buyer Parties’ rights under the Pledge Agreement, attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing, but excluding in all events lost profits, lost opportunities, diminution in value, consequential, punitive, treble or other special damages regardless of the legal theory (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty made by any of the Seller Parties in or pursuant to this Agreement or the Pledge Agreement; (ii) any breach of any covenant or agreement made by any of the Seller Parties in or pursuant to this Agreement or the Pledge Agreement; (iii) any Excluded Liability (including, without limitation, any Damages relating to a Dermafreeze Liability); or (iv) any Liability imposed upon Buyer by reason of a Buyer Party’s status as transferee of the Business or Assets (including, without limitation, any Damages relating to a Dermafreeze Liability).
Sample 1
AutoNDA by SimpleDocs
By Seller Parties. Subject to the terms and conditions of this Article 9, the Seller Parties, severally and not jointly, agree to indemnify and defend Purchaser, its Affiliates, their respective Representatives, and each of their respective successors and assigns (each a “Purchaser Indemnified Party”) and shall hold each of them harmless from and against any and all Losses suffered by a Purchaser Indemnified Party arising out of, in connection with or resulting from: (a) any inaccuracy or breach (or in the case of a Third Party Claim, any alleged breach) of a representation or warranty of a Seller Party set forth in this Agreement or any agreement, instrument or certificate delivered in connection herewith; (b) any breach of or failure to comply with any covenant or agreement made by a Seller Party in this Agreement or any agreement or instrument delivered in connection herewith; or (c) any Excluded Asset or Retained Liability. Each of Section 9.1(a) through Section 9.1(c) shall be deemed to be an independent basis for indemnification, provided that no Person shall be entitled to more than one recovery for the same Loss. The indemnification provided by this Section 9.1 shall encompass claims of a Purchaser Indemnified Party for any Loss sustained by a Purchaser Indemnified Party whether or not involving any Action by a third party.
Sample 1

Related to By Seller Parties

  • By Sellers Sellers covenant and agree to defend, indemnify and hold harmless Purchaser, its Affiliates and the officers, directors, employees, agents, advisers and representatives of each such Person (collectively, the "Purchaser Indemnitees") from and against, and pay or reimburse the Purchaser Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) any inaccuracy of any representation or warranty made by any Seller herein, or in any certificate delivered by an officer of any Seller pursuant hereto (a "Seller Certificate") or in any Collateral Agreement or in connection herewith or therewith; (ii) any failure of any Seller to perform any covenant or agreement hereunder or under any Collateral Agreement or fulfill any other obligation in respect hereof or of any Collateral Agreement; (iii) any and all Retained Liabilities or Retained Assets; (iv) any and all Taxes (other than payroll Taxes) of any Seller and all Affiliates thereof relating to or arising out of the Business accruing, or with respect to any event or time period occurring, at or prior to Closing; and (v) any and all liabilities in respect of employees of Seller or its Affiliates or Plans except to the extent assumed by Purchaser pursuant to Section 4.3. Cap on Sellers' Indemnification Obligations. Sellers' obligation to indemnify Purchaser Indemnitees pursuant to this Agreement, any Seller Certificate or any Collateral Agreement for breaches or inaccuracies of representations or warranties, and for breaches or failures to perform covenants or agreements or to fulfill any other obligations set forth in this Agreement (except for (x) the Seller Surviving Covenants, and (y) solely to the extent expressly contemplated by this Section 8.9(a), the Environmental Covenants (as defined in this Section 8.9(a))), in any Seller Certificate or in any Collateral Agreement, shall not exceed the amount of funds held in the Escrow Account at the time such claims

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • By Seller Subject to the terms and conditions of this Article IX, Seller covenants and agrees to defend, indemnify and hold harmless Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) Any misrepresentation or breach of any warranty of Seller contained in this Agreement; provided that any claim for indemnification by Buyer under this clause (i) may be made no later than 18 months from and after the Closing Date, excepting only that any claim for misrepresentation or breach of warranty under Sections 3.6, 3.10(a), 3.18(a), 3.19 and 3.21 may be made no later than a date thirty days from and after the expiration of the period of the applicable statute of limitations; (ii) any failure of Seller to perform any covenant or agreement made or contained in this Agreement or fulfill any obligation in respect thereof; (iii) any Excluded Liabilities; (iv) any and all Benefit Liabilities in respect of Employees except, with respect to Transferred Employees, to the extent assumed by Buyer pursuant to Article VII; and (v) any product liability claim with respect to products manufactured by Seller and sold prior to the Closing. Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clauses (i) and (v) above pursuant to this Section unless and until the aggregate amount of all claims against Seller exceeds $270,000 and then only to the extent such aggregate amount exceeds $270,000. Claims thereafter may be asserted regardless of amount. Seller's maximum liability to Buyer Indemnitees under clauses (i) and (v) of this Section shall not exceed $13,750,000.

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

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • BY PARTIES The parties are entering into this Agreement for the allotment of an Apartment with the full knowledge of all laws, rules, regulations, notifications applicable to the Project.

  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jamex X. Xxxx xxxerred to in Section 14.14; (g) A written opinion of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Seller’s Closing Documents At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

  • MCUA PARTIES Any of the following types of entities that have executed a Master Contract Usage Agreement with Enterprise Services: ▪ Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington; ▪ Federal governmental agencies or entities; ▪ Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and ▪ Federally-recognized Indian Tribes located in the State of Washington.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!