By Shareholder. Shareholder will not (a) take, agree or commit to take any action that would make any representation and warranty of Shareholder, as applicable, hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (b) omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.
By Shareholder. The Shareholder may not assign any right, claim, or interest it may have under this Agreement or under any policy issued by the Company or a subsidiary thereof, except (i) as specifically may be agreed to in writing by the Company, or (ii) subject to the limitations set forth in Section 3.b. above, by operation of law in the event of a merger or business combination to which the Shareholder is a party. No creditor, assignee or third-party beneficiary of the Shareholder shall have any right, claim, or title to any part, share, interest, funds, or assets of the Company except as specifically may be agreed to in writing by the Board of Directors of the Company. Any successor to the assets, liabilities or operations of the Shareholder shall be liable to the Company or its assignee for any amounts due the Company or the Company from such Shareholder;
By Shareholder. Subject to the terms and conditions of this Section 5., Shareholder shall indemnify, defend and hold harmless Buyer, its subsidiaries, and their respective shareholders, directors, officers, employees, agents and representatives, other than Shareholder in any capacity (collectively, “Buyer’s Indemnified Parties”), and Company and its directors, officers, employees, agents and representatives (collectively, the “Company Indemnified Parties”) from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer’s Indemnified Parties or Company Indemnified Party, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of Shareholder contained in this Agreement, (b) the breach of any covenant or obligation of Shareholder contained in this Agreement, (c) the Litigation known as Xxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx x. Xxxxxxxxx & Company, et al (Case No. XX00-00000-X Xxxxxxxx Xxxxx xx Xxxxxx, Xxxxx) and identified as “A)” on Schedule 3.9 (the “Aldersgate Litigation”) or (d) the Terra-Mar, Inc. Employee Stock Ownership Plan (the “ESOP”) or the termination thereof, including, the cost to Company of the contribution to the ESOP necessary to ensure a determination by the IRS that the ESOP from its inception through its termination was, is, and shall be a Tax qualified plan pursuant to Section 401(a) of the Code. As used in this Section 5., the term “Claim” includes, subject to Section 5.5, (i) all debts, liabilities and obligations; (ii) all losses, damages (but excluding 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 in the case of the foregoing initiated by a third party); provided, however, that in the event of a Claim pursuant to Section 5.1(a), the amount of such Claim shall be computed without giving effect to or making a reduction in respect of any materiality or any Material Adverse Effect qualifier or limitation contained in any representation or warranty.
By Shareholder. Shareholder shall indemnify, save and hold harmless Purchaser, the Company, their respective Affiliates and subsidiaries, and their respective directors, officers, shareholders and employees (the "Purchaser Indemnitees") from and against any and all costs, losses, Taxes, liabilities, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing herein (collectively, "Damages") incurred in connection with, arising out of or resulting from (i) any breach of any representation, warranty, covenant or agreement made by Shareholder in this Agreement; (ii) any Excluded Liability and any liability or obligation of Shareholder or its Affiliate that does not relate to operations of the Company or the PerImmune Business; and (iii) any liability arising from Shareholder's responsibility for Taxes pursuant to Section 9.5, provided, however, that Shareholder shall not be liable to the Purchaser Indemnitees in respect of a breach of a representation or warranty made by Shareholder in this Agreement which was true as of the date of this Agreement but which is rendered inaccurate by events beyond the control of Shareholder occurring between the date of this Agreement and the Closing, to the extent that Shareholder has notified Purchaser of such breach in writing prior to the Closing and Purchaser has effected the Closing with knowledge of such breach.
By Shareholder. Shareholder shall deliver:
(i) to Parent the Shareholder Agreement, duly executed by Shareholder;
(ii) to Acquirer the Employment Agreement with Shareholder, duly executed by Shareholder.
By Shareholder. Shareholder shall deliver:
(i) to Acquirer a share certificate in the name of Acquirer representing 30% of the capital stock of IPA BVI;
(ii) to IPA BVI the Cash Shortfall (defined in Section 2.5), if any, by wire transfer to IPA BVI’s general funds account.
By Shareholder. To the extent permitted by law, Shareholder will indemnify and hold harmless Buyer, its officers, directors, successors and assigns, from and against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement of a material fact contained in any written information furnished by Shareholder to Buyer, and will reimburse Buyer for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action, provided that Shareholder will be liable in any such case solely to the extent that such claim, loss, damage, liability or action relates to the reasonable reliance by Buyer or any other third party upon such inaccurate information furnished by Shareholder.
By Shareholder. For purposes of this Section 4(a), “willful breach” shall mean an act or failure to act of such person with the actual knowledge that the taking of such act or the failure to take such act would constitute a material breach of this Section 4(a).
By Shareholder. Upon the terms and subject to the conditions set forth in this Article 6, Shareholder shall indemnify, defend and hold harmless Buyer, the Company and their Affiliates, shareholders, directors, officers, employees, agents and other representatives (collectively, the "Buyer Indemnified Parties"), from and against all Claims asserted against, resulting to, imposed upon or incurred by any Buyer Indemnified Party, directly or indirectly, by reason of, arising out of or resulting from: (a) any inaccuracy or breach of any representation or warranty of Shareholder contained in or made pursuant to this Agreement; (b) any breach of any covenant of Shareholder contained in or made pursuant to this Agreement; or (c) any other Claim arising with respect to the conduct of the Business prior to the Effective Time (including any indebtedness for borrowed money), other than accrued expenses, accounts payable and such other ongoing obligations incurred in the ordinary course of business and consistent with past practice, and other than any Liability disclosed to Buyer in this Agreement or the Disclosure Schedule.
By Shareholder. Shareholder 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, 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, the “Losses”), resulting from or arising out of:
(i) Any inaccuracy of any representation or warranty by Whirlaway or Shareholder contained in this Agreement;
(ii) Any failure of Whirlaway or Shareholder to perform any covenant or agreement contained in this Agreement; and
(iii) The operation of the Business prior to the Closing Date.
