By the Buyer Parties Sample Clauses

By the Buyer Parties. The Buyer shall protect, defend, indemnify and hold harmless the Seller Parties from and against any and all Damages arising out of or resulting from any breach of or inaccuracy in any of the Buyer’s representations or warranties, or any breach of any covenants or other agreements, in each case contained in this Agreement.
Sample 1
AutoNDA by SimpleDocs
By the Buyer Parties. From and after the Closing Date, the Buyer Parties, jointly and severally, will indemnify and hold harmless each Xxxxxxxx Party, Seller and each of their respective Affiliates, officers, directors, members, managers, partners, shareholders, representatives and agents (each a “Seller Indemnitee”) from and against any Loss which any Seller Indemnitee may suffer, sustain or become subject to as the result of: (1) any breach by a Buyer Party of any representation, warranty, covenant or agreement of such Buyer Party set forth in ARTICLE 7 of this Agreement or any certificate delivered by such Buyer Party in connection with the Closing; or (2) any failure by a Buyer Party to perform any covenant or obligation of such Buyer Party or (with respect to Post-Closing Periods only) any member of the Company Group set forth herein or in any certificate, document or instrument of such Buyer Party delivered to any Seller Party. provided that the Buyer Parties will not have any Liability for any Loss under Section 10.2(B)(1) (other than a Loss arising in respect of a breach of a Carved-Out Representation) until the aggregate amount of such Losses exceeds an amount equal to the Basket (whereupon only such Losses above the Basket will be recoverable) and further, the Buyer Parties will not have any Liability for any such Loss to the extent that the aggregate amount of such Losses exceeds an amount equal to the Cap.
Sample 1
By the Buyer Parties. The Buyer xxxxx xrotect, defend, indemnify and hold harmless the Seller Parties from and against: (i) any and all Damages arising out of or resulting from any Breach of any of the Buyer's representations, warranties, covenants or other agreements contained in this Agreement, the Exhibits hereto, any Transaction Document or in certificates delivered pursuant to this Agreement or any Transaction Document; and (ii) any and all Damages arising out of or resulting from acts or omissions of the Company occurring after the Closing Date.
Sample 1
By the Buyer Parties. Buyer shall deliver or cause to be delivered to Sellers (including in the case of Sections 4.2(b)(i) and 4.2(b)(iii)(B) below, to one or more third party paying agent accounts previously designated in writing by Sellers’ Representatives) the following at the Closing:
Sample 1

Related to By the Buyer Parties

  • By the Buyer Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

  • Buyer Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed

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

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

  • SELLERS s/ Xxx Xxxxxx ------------------------------------ Xxx Xxxxxx

  • By Sellers Sellers, jointly and severally, shall indemnify, save and hold harmless Buyer (before and after the Closing) and the Corporation (after the Closing only) from, against and in respect of the following (individually a "Loss" and collectively "Losses"): (i) any and all loss, liability, deficiency or damage suffered or incurred by Buyer by reason of (A) any untrue representation or breach of warranty or (B) nonfulfillment of any covenant or agreement by Sellers or the Corporation in this Agreement or in any agreement, instrument or other writing delivered to Buyer by Sellers or the Corporation pursuant to or in connection with this Agreement; (ii) any claim against the Corporation or Buyer for (x) a finder's fee, investment banker's fee, or brokerage or other commission or (y) for legal expenses, in each case by any Person for services alleged to have been rendered at the instance of the Corporation or Sellers with respect to this Agreement or the transaction contemplated by this Agreement; (iii) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation relating to any claim, suit, litigation or proceeding with respect to events occurring prior to the Closing Date which is not fully reserved for on the Corporation's Financial Statements or Interim Financial Statements, except to the extent covered by insurance, including, but not limited to, any claim by any Person that any of the Corporation's operations failed to comply with any applicable Governmental Requirement; (iv) any liabilities and obligations for Taxes which are or shall be incurred with respect to the operation of the Corporation on or prior to the Closing Date; (v) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation in connection with any Employee Plan with respect to the operation of the Corporation on or prior to the Closing Date which is not fully reserved for on the Corporation's Financial Statements or Interim Financial Statements; (vi) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation caused by or arising out of the generation, treatment, handling, storage or disposal of Hazardous Substances or noncompliance with any Environmental Laws prior to the Closing Date regardless of whether or not the matter or matters giving rise to any such Losses were disclosed to Buyer in Schedule 4.19 or known by Sellers at the date of this Agreement; and (vii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, (including, but not limited to, legal fees and expenses) incident to any of the foregoing or incurred in enforcing this Agreement or any agreement provided for in this Agreement. With respect to any Losses covered by Sellers' indemnification obligations under Section 9.2(a)(i)(A), the Sellers shall have liability for such Losses only if the aggregate amount of any such Losses exceed Fifty Thousand Dollars ($50,000), in which case Sellers shall indemnify Buyer for all Losses (beginning with the first dollar thereof); provided, however, that such limitation shall not apply to any other Losses covered by Section 9.2(a) nor to any Losses incurred as a result of fraud.

  • 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 PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Purchaser The signatory party to this Contract other than the Administrator. Purchaser is also defined to include employees and agents of the Purchaser authorized to conduct activities as required for execution of the timber sale Contract. As an independent contractor, neither the Purchaser, its employees or agents are considered employees of the State of Montana pursuant to work performed under this Contract.

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

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