From and after the Closing. (i) this Agreement shall constitute a complete sale, assignment, and transfer by Company of the Payment Rights to the Bank; and (ii) the Installment Contract shall be deemed to be registered in the name of the Bank. If the Bank sells or assigns any of its right, title, and/or interest in or to the Payment Rights to any other entity, then the Bank shall: (i) give written notice thereof to PRF and the City; and (ii) obtain an agreement from the assignee, enforceable against the assignee by PRF and the City, that it will give written notice to PRF and the City of any subsequent sale or assignment of the assignees interest in the Payment Rights.
From and after the Closing. (a) the Company shall issue irrevocable instructions its transfer agent, and to any subsequent transfer agent (as applicable, “Transfer Agent”) in a form acceptable to Buyer (“Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of Buyer or its respective nominees, assigns or successors for/of the Securities;
(b) the Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 3.01 will be given by the Company to its Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement; and
(c) if Buyer effects a sale, nomination, assignment or transfer of the Securities, the Company shall permit the transfer and shall promptly instruct the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by Buyer to effect such sale, transfer or assignment.
(d) Certificates and any other instruments evidencing the Securities shall not bear any restrictive or other legend.
(e) While any Securities are outstanding, the Company shall maintain a transfer agent that participates in the at The Depository Trust Company Fast Automated Securities Transfer Program (“FAST”).
From and after the Closing. Buyer shall defend, indemnify and save and hold harmless Seller against (i) all claims, costs, expenses and liabilities incurred in connection with the ownership, development, exploration, operation or maintenance of the Property which accrue or relate to the period after the Effective Time, (ii) all claims, costs, expenses and liabilities relating to environmental conditions on the Property, whether accruing or relating to periods before or after the Effective Time and (iii) court costs and reasonable attorneys’ fees incurred in enforcing this indemnity.
From and after the Closing. EXCEPT (A) IN THE CASE OF ACTUAL FRAUD (PLED AND PROVEN IN ACCORDANCE WITH APPLICABLE LAW), OR (B) WITH RESPECT TO EQUITABLE REMEDIES AVAILABLE TO THE PARTIES, THE SOLE AND EXCLUSIVE REMEDY OF ANY PARTY TO THIS AGREEMENT AND ITS AFFILIATES OR ANY OTHER INDEMNIFIED PARTY WITH RESPECT TO THIS AGREEMENT, THE EVENTS GIVING RISE TO THIS AGREEMENT AND THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE LIMITED TO THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE VI. EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEEDING SENTENCE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER SHALL NOT (AND SHALL CAUSE ITS AFFILIATES NOT TO) MAKE ANY CLAIM FOR INDEMNIFICATION AGAINST HALL OR ANY OF HIS AFFILIATES BY REASON OF THE FACT THAT HALL IS OR WAS A MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE OR AGENT OF SELLER OR ANY OF ITS AFFILIATES OR IS OR WAS SERVING AT THE REQUEST OF SELLER OR ANY OF ITS AFFILIATES AS A PARTNER, MANAGER, TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER ENTITY (WHETHER SUCH CLAIM IS FOR JUDGMENTS, DAMAGES, PENALTIES, FINES, COSTS, AMOUNTS PAID IN SETTLEMENT, LOSSES, EXPENSES OR OTHERWISE AND WHETHER SUCH CLAIM IS PURSUANT TO ANY STATUTE, CHARTER DOCUMENT, BYLAW, AGREEMENT OR OTHERWISE), IT BEING ACKNOWLEDGED AND AGREED THAT THE REMEDIES IN THIS ARTICLE VI ARE THE SOLE AND EXCLUSIVE REMEDIES OF PURCHASER AND ITS AFFILIATES WITH RESPECT TO ALL CLAIMS RELATING TO HALL HAVING BEEN A MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE OR AGENT OF SELLER OR ANY OF ITS AFFILIATES OR SERVING AT THE REQUEST OF SELLER OR ANY OF ITS AFFILIATES AS A PARTNER, MANAGER, TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER ENTITY.
From and after the Closing until the expiration of the Claims Period, the Acquiror shall indemnify and hold harmless the Company and the Shareholders (collectively, the "Company Indemnified Parties"), from and against any Damages arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by the Acquiror in this Agreement or in any certificate delivered by the Acquiror pursuant to this Agreement;
(b) any breach by the Acquiror of any covenant or obligation of the Acquiror in this Agreement required to be performed by the Acquiror on or prior to the Closing Date; or
(c) any Tax, interest or penalty on the Acquiror, including without limitation as a result of the untimely filing of any Acquiror Tax returns relating to any tax period ending prior to Closing, or any portion of a tax period prior to Closing.
From and after the Closing each Seller, severally but not jointly, shall indemnify and hold harmless Purchaser, the Acquired Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the “Purchaser Indemnified Persons”) from and against and shall pay to the relevant Purchaser Indemnified Persons the amount of any and all losses, liabilities, claims, damages (excluding incidental, punitive and consequential damages), deficiencies, judgments, fines, penalties, fees, costs and expenses (including costs of investigation and defense and reasonable attorneys’ fees), and diminutions in value of the Product(s), whether or not involving a third-party claim (collectively, “Damages”), incurred by such Purchaser Indemnified Person arising directly or indirectly from or in connection with any breach of any representation or warranty of such Seller contained in Section 2 hereof or of any covenant or obligation of such Seller in this Agreement.
From and after the Closing. Buyer Parties shall, jointly and severally, indemnify ABI against, and shall protect, defend and hold harmless ABI from, all Damages imposed on, sustained, incurred or suffered by the Seller Parties to the extent arising out of or resulting from (i) any Breach of any representations or warranties of any Buyer Party contained in this Agreement, (ii) any Breach of any Buyer Party’s covenants or agreements contained in this Agreement and (iii) any obligations and liabilities relating to the Importer Office Lease.
From and after the Closing. Sellers and Buyer shall each (i) provide the other party and shall cause their respective accountants to provide the other party's accountant with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return or the conduct of any audit or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes related to the EMG Business; (ii) retain and provide the other party and shall cause their respective accountants to provide the other party's accountant any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination; and (iii) provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer and Sellers shall retain, until the applicable statutes of limitation (including any extensions) prescribed by Law have expired, copies of all Tax Returns, supporting work schedules and other records or information related to the EMG Business that may be relevant to such returns for all Tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same at the cost of such other party.
From and after the Closing. (i) Seller shall, and shall cause its Representatives to, maintain in confidence any written, oral or other information to the extent relating to the Business obtained by virtue of Seller’s ownership of the Business prior to the Closing, including the Retained Books and Records; and (ii) Purchaser shall, and shall cause its Representatives to, maintain in confidence any written, oral or other information of or relating to Seller or its Affiliates (other than information relating to the Business) obtained by virtue of its ownership of the Business from and after the Closing, except, in each case, to the extent that the applicable party is required to disclose such information by judicial or administrative process or pursuant to Applicable Law (provided that, except in connection with any required disclosure pursuant to any Applicable Law relating to Taxes and any filings required by the applicable securities laws, such party has given the other party written notice of such potential disclosure and, to the extent reasonably requested by such other party, cooperated with such other party in seeking an appropriate order or other remedy protecting such information from disclosure) or such information can be shown to have been in the public domain through no fault of the applicable party.
From and after the Closing the Buyer Parties hereby grant to Sellers an irrevocable, perpetual, royalty-free, transferable, non-exclusive right and license to make, use, sell, and offer for sale goods and services under the following U.S. Patents listed on Schedule 3.19 to the Sellers' Disclosure Letter: U.S. Patent No. 6,036,235, entitled "Two Piece Reusable Coupling for Fiberglass Resin Lined Metal Tubing Sections Having a Cement Mortar Backing" and U.S. Patent No. 6,247,499, entitled "Pipe Wrap Corrosion Protection System."
