By the Buyers Sample Clauses

By the Buyers. (i) In consideration of Pro Tech's execution and delivery of this Agreement and issuance of the Series A Preferred Shares, the Conversion Shares, Warrants and Warrant Shares hereunder, and in addition to all of the Buyers' other obligations under this Agreement, but subject to the limitations set forth in Section 6 of the Pro Tech Registration Rights Agreement, each Buyer, severally and not jointly, shall defend, protect, indemnify and hold harmless the Pro Tech Indemnitees from and against the Pro Tech Indemnified Liabilities incurred by the Pro Tech Indemnitees or any of them in connection with or as a result of any breach by such Buyer of any representation, warranty or covenant in the Transaction Documents, including, but not limited to: (a) any misrepresentation or breach of any representation or warranty made by such Buyer in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (b) any breach of any covenant, agreement or obligation of such Buyer contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that this Section 12(c)(i) shall not apply to the extent that it is finally judicially determined that such actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith resulted solely from the gross negligence or bad faith of such Pro Tech Indemnitee. To the extent that the foregoing undertaking by such Buyer may be unenforceable for any reason, such Buyer shall make the maximum contribution to the payment and satisfaction of each of the Pro Tech Indemnified Liabilities which is permissible under applicable law. (ii) In consideration of NCT's execution and delivery of this Agreement and issuance of the Exchange Shares hereunder, and in addition to all of the Buyers' other obligations under this Agreement, but subject to the limitations set forth in Section 6 of the NCT Registration Rights Agreement, as the case may be, each Buyer, severally and not jointly, shall defend, protect, indemnify and hold harmless the NCT Indemnitees from and against the NCT Indemnified Liabilities incurred by the NCT Indemnitees or any of them in connection with or as a result of any breach by such Buyer of any representation, warranty or covenant in the Transaction Documents, including, but not limited to: (a) any misrepresentation or breach of any representation...
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By the Buyers. On and after the Effective Date, the Surviving Corporation, as a direct wholly-owned subsidiary of Parent, will own, or have the unrestricted right to use, all of the properties and assets that are currently used by the Company in connection with the business thereof.
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By the Buyers. (a) Upon request by the Company, the Buyers shall provide trading records related to the purchase and sale of Common Stock by the Buyers during the period that the Buyers held the Convertible Debentures.
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By the Buyers. Each Buyer shall severally, but not jointly, indemnify the Sellers in respect of, and hold the Sellers harmless against, any and all Losses incurred or suffered by the Sellers or their affiliates resulting from (i) the breach of any material representation, warranty, covenant, or agreement of such Buyer contained in this Agreement and (ii) such Buyer's use of the Assets after the Closing.
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By the Buyers. The Buyers jointly and severally covenant and agree to defend, indemnify and hold harmless the Sellers and their Affiliates, and their respective officers, directors, employees, agents, advisers, representatives (collectively, the "SELLER INDEMNITEES") from and against any and all Losses resulting from or arising out of: (i) any inaccuracy in any representation or warranty by any Buyer when made or deemed made or contained in this Agreement or any Collateral Agreement or in connection therewith; or (ii) any failure of any Buyer to perform any covenant or agreement made or contained in this Agreement or any Collateral Agreement or fulfill any other obligation in respect thereof; (iii) the Assumed Liabilities; (iv) the operation of the Business by the Buyers or the Buyers' ownership, operation or use of the Assets following the Closing Date; (v) notwithstanding the provisions of Article 6 or any other provisions of this Agreement, any and all liabilities in respect of Current Employees of Xxxxxxx arising from, related to or in connection with the employment of such Current Employees with the Canadian Buyer on or after the Closing Date, including without limitation any obligation on the Canadian Buyer to recognize the service of such Current Employees with Xxxxxxx, and any and all liabilities to Current Employees of Xxxxxxx arising from, relating to or in connection with the termination of employment of such Current Employees on or after the Closing Date, including without limitation any Losses of such Current Employees in respect of the Plans arising from the failure of Xxxxxxx to provide notice of termination to such Current Employees as required by Applicable Law in Canada, whether or not such liabilities are deemed under Applicable Law in Canada or whether or not any such termination of such Current Employees is proper or wrongful; (vi) any and all liabilities in respect of Benefit Losses contemplated in Section 6.1(d); and (vii) any and all liabilities in respect of Current Employees of Granutec arising from, related to or in connection with the employment of such Current Employees with the U.S. Buyer on or after the Closing Date, including without limitation any obligation on the U.S. Buyer to recognize the service of such Current Employees with Granutec, and any and all liabilities to Current Employees of Granutec arising from, relating to or in connection with the termination of employment of such Current Employees with Granutec on or after the Closin...
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By the Buyers. Each Buyer, severally and not jointly, shall indemnify each of ConnectClearly and NCT from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (including reasonable attorneys' fees and disbursements) incurred by them in connection with or as a result of such Buyer's breach of any representation or warranty made by such Buyer in the Transaction Documents and the NCT Transaction Documents.
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By the Buyers. The Parent covenants and agrees that it and the other Buyers, jointly and severally, shall defend, indemnify and hold harmless the Sellers and their respective directors, officers, employees, assigns, successors and Affiliates from and against, and pay or reimburse such Persons for, any and all Losses resulting from or arising out of: (a) any inaccuracy of any representation or warranty made by the Parent under this Agreement; (b) any failure of the Buyers to perform any covenant or agreement contained in this Agreement; (c) any Assumed Liabilities; or (d) the operation of the Business and the Assets after the Closing Date.
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Related to By the Buyers

  • 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.

  • 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

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (m) any additional certificates, receipts, documents and instruments as the Seller may reasonably request.

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

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

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

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "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 Seller in or pursuant to this Agreement or 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 Seller 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 prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller 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 Buyer Indemnified Parties, and (iii) any liability 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 the Seller, and provided to Parent or its counsel by the Seller, contained in 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 the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

  • By the Bank The Bank agrees to indemnify and hold harmless each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or common law or otherwise, and to reimburse the Underwriters for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereto, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or the omission or alleged omission to state therein a material fact required to be stated therein or (in the case of the Registration Statement or any amendment thereto) necessary to make the statements therein not misleading or (in the case of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 11(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished as herein stated or in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of the Registration Statement or the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus filed or required to be filed pursuant to Rule 433(d) under the Act.

  • Purchaser The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

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