By Transferor Sample Clauses

By Transferor. Between the Effective Date and the Closing Date, Transferor shall give prompt notice to Acquiror in the event Transferor becomes aware of (i) any fact or condition that causes or constitutes a Breach of any representation or warranty of Transferor set forth herein as of the Effective Date, (ii) any fact or condition that would cause or constitute a Breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition, (iii) the occurrence of any Breach of any covenant of Transferor in this Agreement, or (iv) the occurrence of any event that Transferor believes will make the satisfaction of any of the conditions set forth in Section 5 impossible or unlikely. In the event that any fact or condition of the type described in the foregoing clause (i) or (ii) would have required any change in any of the Schedules or Exhibits to this Agreement if such fact or condition had occurred or been known as of the Effective Date, Transferor shall promptly deliver to Acquiror a supplement to such Schedule or Exhibit specifying the necessary change.

By Transferor. Transferor covenants and agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Company Indemnitees") from and against, and pay or reimburse the Company 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 Transferor herein or under any Collateral Agreement or in connection herewith or therewith; (ii) any failure of Transferor 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 Excluded Liabilities or Excluded Assets; (iv) any and all Taxes of Transferor and all Affiliates thereof, whether or not relating to or arising out of the Business; and (v) any and all Benefit Liabilities not assumed by the Company. Except for inaccuracies in the representations and warranties contained in Sections 3.1.1, 3.1.2, 3.1.3, 3.1.6 and 3.1.11 and breaches of covenants contained herein or in any Collateral Agreement, Transferor shall not be required to indemnify the Company Indemnitees with respect to any claim for indemnification pursuant to this Section 8.2(a) unless and until the aggregate amount of all Losses arising under this Section 8.2(a) exceeds $1,000,000 and then only for the amount of such excess. Notwithstanding the immediately preceding sentence, Transferor shall not be required to indemnify the Company Indemnitees with respect to any claim for indemnification arising from inaccuracies in the representations and warranties contained in Section 3.1.19 unless and until the aggregate amount of all such Losses exceeds $500,000 and then only for the amount of such excess.

By Transferor. In the event Transferor (i) breaches or is deemed to have breached any of the representations and warranties contained in this Agreement or (ii) fails to perform or comply with any of the covenants and agreements set forth in this Agreement, Transferor shall hold harmless, indemnify and defend Acquiror, and each of its directors, officers, shareholders, attorneys, representatives and agents, from and against any Damages incurred or paid by the Acquiror to the extent such Damages arise or result from a breach by Transferor of any such representations or warranties or a violation of any covenant in this Agreement. For purposes of this Section 8.2, “Damages” shall mean any and all costs, losses, damages, liabilities, demands, claims, suits, actions, judgments, causes of action, assessments or expenses, including interest, penalties, fines and attorneys’ fees and expenses incident thereto, incurred in connection with any claim for indemnification arising out of this Agreement, and any and all amounts paid in settlement of any such claim.

By Transferor. Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall deliver to Transferee each of the following items: (i) a counterpart to the instrument of transfer with respect to the transfer of the Contributed Interests to Enviva, LP in substantially the form attached hereto as Exhibit B (the “Interest Conveyance”), duly executed by Transferor; (ii) a counterpart to the instrument of assignment with respect to the assignment to Enviva, LP of the Off-take Contract in substantially the form attached hereto as Exhibit C (the “Off-take Contract Assignment”), duly executed by Transferor; (iii) a copy of the instrument of assignment with respect to the assignment to Enviva, LP of the Shipping Contract in substantially the form attached hereto as Exhibit D (the “Shipping Contract Assignment”) and a copy of the notice of assignment in substantially the form attached hereto as Exhibit D-1, each duly executed by Enviva Holdings, LP; (iv) a counterpart to the termination agreement with respect to the termination of the Southampton Confirmation in substantially the form attached hereto as Exhibit E (the “DAP Pellet Sales Confirmation Termination”), duly executed by Transferor; (v) a counterpart to the termination agreement with respect to the termination of the Terminal Services Agreement in substantially the form attached hereto as Exhibit F (the “Terminal Services Agreement Termination”), duly executed by Transferor; and (vi) a FIRPTA Certificate, duly executed by Transferor.

By Transferor. Transferor represents and warrants to Transferee that: 5.1.1. Transferor is a valid School District that has full authority as the owner to transfer the Property. Transferor has duly authorized the execution and performance of this Agreement, and such execution and performance thereof will not violate any term of the controlling documents of the Transferor or any other agreement to which it is a party. The individual executing this Agreement and the instruments and documents referenced herein on behalf of Transferor has the power, right and authority to bind Transferor. 5.1.2. Transferor has taken all requisite action and obtained all requisite consents, releases and permissions in connection with the entering into this Agreement and the instruments and documents referenced herein or required hereunder, and no consent of any other party is required for the performance by Transferor of its obligations hereunder. 5.1.3. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Transferor pursuant to this Agreement shall be duly authorized, executed and delivered by Transferor. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Transferor pursuant to this Agreement shall be valid and legally binding upon Transferor and enforceable against Transferor in accordance with their respective terms. 5.1.4. To the knowledge of Transferor and regarding material matters only, neither the execution of this Agreement nor the consummation of the transaction contemplated hereby does now constitute or shall result in the breach of, or a default under any agreement, document instrument or other obligation to which Transferor is a party or by which Transferor may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to the Transferor. 5.1.5. Transferor has not received written notice of any actions, suits or proceedings pending or threatened against or otherwise affecting any portion of the Property. 5.1.6. Transferor has not received written notice from any governmental or quasi-governmental entity that the Property does not comply with any applicable ordinance, regulation, law or statute. 5.1.7. Transferor is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. 5.1.8. Transferor has received no written claims, complaints, notices, or ...

By Transferor. Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall deliver to Transferee each of the following items: (i) a certificate, dated as of the Closing Date, duly executed by a Responsible Officer of Transferor, certifying that the conditions set forth in Section 6.1(b) and Section 6.1(c) have been satisfied; (ii) a duly executed counterpart to the instrument of transfer with respect to the transfer of the Contributed Interests to Transferee in substantially the form attached hereto as Exhibit B (the “Interest Conveyance”); (iii) a copy of the Southampton Confirmation, duly executed by Transferor (or one of its Affiliates); (iv) a copy of the Chesapeake Terminal Services Agreement, duly executed by Enviva Port of Chesapeake, LLC; and (v) the FIRPTA Certificate.

By Transferor. Transferor shall indemnify, defend, and hold harmless Transferee and its officers from and against any and all Losses arising out of or based on any breach of Transferor’s representations and warranties set forth in Article 4, except with respect to Losses for which Transferor is entitled to indemnification under Section 10.2.

By Transferor. Transferor hereby agrees to indemnify, protect, defend and hold Transferee and each present and former director, officer and employee of Transferee harmless from and against any Claims arising out of or in connection with (i) the breach of any of Transferor’s representations or warranties set forth herein (subject to the survival limitations set forth in Section 8.16 hereof), (ii) the breach of any of Transferor’s covenants or agreements set forth herein, or (iii) any claim or cause of action brought by a third-party that arises as a result of an action or event that occurred prior to the Closing and during Transferor’s period of ownership of the applicable Property, that relates to the ownership of the Entity Interests, or the ownership, operation or maintenance of the Properties; provided, however, that Transferor’s obligation to indemnify Transferee under clause (i) above shall be subject to the following restrictions, (a) Transferor shall not be obligated to pay any amounts with respect to breaches of representations and warranties until the aggregate obligation of Transferor with respect to such breaches hereunder and under Section 14.1.2 of the Related Acquisition Agreement exceeds, in the aggregate, $250,000, whereupon Transferor shall be liable for all such amounts whether or not they exceed $250,000, and (b) in no event shall the aggregate liability of Transferor to Transferee with respect to breaches of representations and warranties hereunder (other than breaches under Section 8.14 hereof for which no cap shall apply) and under Section 14.1.2 of the Related Acquisition Agreement exceeds, in the aggregate, $7,500,000.

By Transferor. Transferor shall indemnify the Buyer Parties, their affiliates, and their respective successors and assigns, and their respective directors, officers, employees, consultants and agents (each a "Buyer Protected Party") and hold the Buyer Protected Parties harmless from any liability, loss, diminution in value, damage, cost, penalty, fine, Tax, demand, action, claim, or expense, including reasonable attorneys’ and accountants’ fees and expenses (whether or not involving a third-party claim) (each a "Loss" and collectively "Losses"), incurred by a Buyer Protected Party that relates to, results from or arises out of (i) any breach or inaccuracy of any representation or warranty of Transferor set forth in this Agreement; (ii) the breach by Transferor of any of its covenants or agreements contained in this Agreement; (iii) violations of law, governmental rules or regulations, and/or Association Rules, or intentional wrongdoing or gross negligence by Transferor in performing obligations in connection with this Agreement or under any of the Merchant Agreements; or (iv) the conduct by Transferor (or any affiliate or non-affiliate performing Payment Processing Services related to any Merchant Agreement) of Payment Processing Services for the Merchant Portfolio on or prior to the Transfer Date. By TransFirst. TransFirst shall indemnify the Transferor, its affiliates, and their successors and assigns, and their directors, officers, employees, consultants and agents (each a "Transferor Protected Party") and hold the Transferor Protected Parties harmless from any Loss or Losses, incurred by a Transferor Protected Party that relates to, results from or arises out of (i) any breach or inaccuracy of any representation or warranty of a Buyer Party set forth in this Agreement; (ii) the breach by a Buyer Party of any of its covenants or agreements contained in this Agreement; (iii) violations of law, governmental rules or regulations, and/or Association Rules, or intentional wrongdoing or gross negligence by a Buyer Party in performing its obligations in connection with this Agreement or under any of the Merchant Agreements; or (iv) the Assumed Liabilities.

By Transferor. From and after and by virtue of the Closing, subject to the provisions of this Article IX, Transferor agrees to indemnify, defend and hold harmless the Transferee and its Subsidiaries, each of its Affiliates, and each of their respective Representatives, officers, directors, employees, equityholders, agents, successors and permitted assigns of each of the foregoing (the “Transferee Indemnified Parties”) from and against all claims, losses, liabilities, damages, deficiencies, Taxes, costs, interest, awards, judgments, settlements, penalties and expenses, including reasonable attorneys’, consultants’, experts’ and other professionals’ fees and expenses (individually, a “Loss” and, collectively “Losses”), incurred, suffered, or sustained by the Transferee Indemnified Parties, or any of them to the extent directly or indirectly resulting from, arising out of, or relating to any of the following: (i) any breach of any representation or warranty contained in Article III of this Agreement or in any certificate delivered at the Closing in connection with this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the amount of any Loss resulting from or arising out of such breach; (ii) the non-performance or any breach of any covenant or agreement of any Transferring Entity contained in this Agreement; and (iii) any Retained Liability.