For Seller. (a) A legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Seller is incorporated or otherwise formed that this Agreement is, or upon the completion of execution formalities will become, the binding obligation of the Seller in the jurisdiction in which it has been incorporated or otherwise formed; and
For Seller. As set forth in Schedule B.C of this Agreement as Seller’s address and Contact; and
For Seller. Purchaser covenants and agrees to indemnify and hold harmless Seller from and against any loss, claim, liability, obligation or expense (including reasonable attorneys' fees) (i) incurred or sustained on account of any misrepresentation or breach of any warranty, covenant or agreement of Purchaser contained in this Agreement or made in connection herewith, or (ii) any non-fulfillment, non-performance, failure to timely or fully perform or breach of any agreement or other obligation to be performed by Purchaser relating to the Assumed Liabilities. Without limiting the generality of the foregoing, Purchaser hereby indemnifies Seller from and against any loss, claim, liability, obligation or expense (including reasonable attorneys' fees) arising out of Purchaser's failure to obtain any of governmental approvals or licenses required to operate the Retail Business. Seller shall promptly notify Purchaser in writing of any claim indemnified under this Section within 90 days of the time Xxxxxx xxxcovers, or should have discovered, the existence of such claim and thereafter shall permit Purchaser at its expense to participate in the negotiation and settlement of any such claim and to join in the defense of any legal action arising therefrom. Notwithstanding any term herein to the contrary, the indemnities relating to the representations and warranties of Purchaser set forth in Section 4 hereof shall terminate twelve (12) months from the Settlement Date. Notwithstanding the foregoing (subject, however, to the last sentence of the preceding paragraph), in the event a third party asserts a claim against Seller which is indemnified under this section, Seller may elect, at Seller's sole option, to pay the obligation provided Seller gives Purchaser at least five (5) days written notice of its intention to do so. At the expiration of such period, Purchaser shall have the option to: (i) pay the claim; (ii) authorize Seller to pay the claim, in which case Purchaser shall promptly repay Seller upon demand by Seller, together with interest thereon at the rate of ten percent (10%) per annum from the date of Seller's payment until repaid by Purchaser, or (iii) notify Seller that the claim is subject to a bona fide contest, in which case Purchaser shall diligently pursues resolution of such claim and Seller shall make no payment for 60 days from the date of Purchaser's notice to Seller, or such additional reasonable time (not to exceed 30 days) as may be requested by Purchaser t...
For Seller. Seller represents and warrants to Purchaser that all negotiations relative to this Agreement have been carried on by it directly without the intervention of any person, who may be entitled to any brokerage or finder's fee or other commission in respect of this Agreement or the consummation of the transactions contemplated hereby, and Seller agrees to indemnify and hold harmless Purchaser against any and all claims, losses, liabilities and expenses which may be asserted against or incurred by it as a result of Seller's dealings, arrangements or agreements with any such person.
For Seller. Seller represents and warrants that except as set forth on Schedule 5.1 hereof, it has not engaged any broker or finder or incurred any liability for brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement. Seller agrees to indemnify and hold harmless NYFM against any claims or liabilities asserted against it by any person acting or claiming to act as a broker or finder on behalf of Seller.
For Seller. As set forth in Annexure-IA of this Agreement as Seller’s address and Contact; and
For Seller. Obtain copy of Seller’s existing title policy and survey, in order to give to closing company as it might save money and time.
For Seller. To assist the Buyer in preparing the SEC filings, Seller agrees to deliver, and it shall be a condition to Settlement that Seller has delivered, GHS’ audited financial statements to Buyer for the Audited Years on or prior to the Closing Date. With respect to GHS and GHR, to Buyer’s knowledge, these statements constitute all of the financial information related to the pre-Settlement period that Buyer will need to be provided from Seller in connection with its SEC Filings. With respect to GHC, in the event that Buyer requires any further financial information prior to Settlement, and Seller is unable or unwilling to provide such financial information, Buyer may treat the Property owned by GHC as a Removed Property. Seller agrees that if after Settlement Buyer is required by the Securities and Exchange Commission to provide any additional financial information regarding any Property in any SEC Filings , Seller will reasonably cooperate with Buyer in connection with the preparation of such information, including providing access to certain information at Seller’s offices; provided, however, that in no event shall Seller be required to provide interim audited financial statements and if Seller has not prepared any of such items in the normal course of Seller’s business, then Seller shall reasonably cooperate with Buyer regarding the creation of such items and Buyer will reimburse Seller for Seller’s reasonable internal and out-of-pocket costs incurred in connection with creating the same. Further, Seller agrees that if Buyer is required by the Securities and Exchange Commission to provide additional items related to such additional financial information (such as GHS generated letters or questionnaires not requiring any independent audit involvement), Seller will reasonably cooperate with Buyer to deliver such related items; provided that Buyer shall be responsible for all costs associated with the same. The provisions of this paragraph shall survive Settlement.
For Seller. The obligation of Seller to consummate the transaction contemplated by this Agreement shall be subject to the following conditions or Seller's waiver thereof:
For Seller. Purchaser covenants and agrees to indemnify and hold harmless Seller from and against any loss, claim, liability, obligation or expense (including reasonable attorney's fees) (i) incurred or sustained on account of any misrepresentation or breach of any warranty, covenant or agreement of Purchaser contained in this Contract or made in connection herewith, or (ii) incurred or sustained on account of the nonfulfillment by Purchaser of any of the conditions or covenants of this Contract as contemplated hereby. If any claim is asserted against Seller for which indemnification may be sought under the provisions of this Section, Seller shall promptly notify Purchaser of such claim in writing within 15 days of the time Xxxxxx xxxcovers, or should have discovered, the existence of such claim and thereafter shall permit Purchaser at its expense to participate in the negotiation and settlement of any such claim and to join in the defense of any legal action arising therefrom.
