For the Seller Sample Clauses

For the Seller. The Seller represents and warrants that 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. The Seller agrees to indemnify and hold harmless the Buyer against any claims or liabilities asserted against it by any person acting or claiming to act as a broker or finder on behalf of the Seller.

For the Seller. The Seller agrees to pay all fees, expenses and compensation owed to any person, firm or corporation who has acted in the capacity of broker or finder on its behalf in connection with the transactions contemplated by this Agreement. The Seller agrees to indemnify and hold harmless the Buyer against any claims or liabilities asserted against it by any person acting or claiming to act as a broker or finder on behalf of the Seller.

For the Seller. The Seller represents and warrants that, other than Saloxxx Xxxxx Xxxnxx, Xxc., no person, firm or corporation has acted in the capacity of broker or finder on its behalf to bring about the negotiation of this Agreement. The Seller agrees to pay all fees, expenses and other compensation owed by it or PGI to Saloxxx Xxxxx Barney, Inc. The Seller agrees to indemnify and hold harmless the Buyer against any claims or liabilities asserted against it by any person acting or claiming to act as a broker or finder on behalf of the Seller.

For the Seller. The Seller and the Principal represent and warrant that they have 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. The Seller and the Principal agree to indemnify and hold harmless the Buyer against any claims or liabilities asserted against it by any person acting or claiming to act as a broker or finder on behalf of the Seller or the Principal.

For the Seller. After the Closing Date, upon reasonable prior notice, (i) authorized representatives of Seller shall have reasonable access during normal business hours to all books, records, contracts and documents of Buyer pertaining to periods prior to the Closing and relating to the Division, and may make copies thereof, to the extent that Seller reasonably determines necessary in connection with the preparation of Seller's tax returns, or in connection with any tax, insurance, litigation or other proceeding or activity and (ii) in connection therewith, Seller shall have reasonable access to discuss the relevant affairs and business of the Division with the employees of Buyer.

For the Seller. The Seller represents and warrants that 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

For the Seller. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by the Seller without the intervention of any other person in such manner as to give rise to any valid claim for a finder's fee, brokerage commission or other like payment. The Seller and Seller's Parent agree to indemnify and hold harmless the Buyer against any claims or liabilities asserted against it by any person acting or claiming to act as a broker or finder on behalf of the Seller.

For the Seller. SIGNED by the PURCHASER at on (date) (PERSONAL CAPACITY) WITNESSES: 1. 1. SIGNED by the PURCHASER at on (date) (AS SIGNATORY OF COMPANY / TRUST / OTHER) WITNESSES:

For the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (iv) the Buyer shall have delivered to the Seller a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 5(b)(i)-(ii) is satisfied in all respects; (v) the Buyer shall have executed and delivered the Supply and Distribution Agreement set forth at EXHIBIT D; (vi) the Buyer's counsel shall have executed and delivered an opinion in a form satisfactory to Seller; (vii) the Seller's Board of Directors shall have approved the transactions contemplated hereby; and (viii) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this Section 5(b) if it executes a writing so stating at or prior to the Closing.

For the Seller. Złota 59 00-120 Warsaw For the attention of: Xxx Xxxxxxxxx at xxxxxxxxxx@xxxxxxxx.xxx and Xxxx Xxxxxxx at xxxxxxxx@xxxxxxxx.xxx