Indemnification by QuickHire, XxXxxxxxx and Xxxxxxxxx Sample Clauses

Indemnification by QuickHire, XxXxxxxxx and Xxxxxxxxx. QuickHire, XxXxxxxxx and Xxxxxxxxx, jointly and severally, shall indemnify, defend and hold Buyer and its affiliates, and each of their respective directors, officers, shareholders, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and shall promptly pay any such indemnified party or reimburse any such indemnified party for, any and all losses, liabilities, damages and expenses (including but not limited to reasonable attorneys' fees incurred by any such indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any such indemnified party and any third party or otherwise) (collectively, "Indemnifiable Losses") any such indemnified party may suffer or incur arising out of or in connection with (i) any misrepresentation or breach of a representation, warranty or agreement made by any of the Seller Parties in this Agreement or any Transaction Document, (ii) any allegations by a third party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by any of the Seller Parties or non-compliance with or breach by any of the Seller Parties, or any affiliate of any Seller Party, of any of the respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Seller Party or any of their respective affiliates, (iii) any liability of QuickHire not being assumed by Buyer pursuant to Section 1.2 hereof (including without limitation any liability resulting from, caused by or arising out of the ownership of the Assets by QuickHire or the conduct of the Business by QuickHire to the extent arising and relating to periods prior to the Effective Time, notwithstanding any novation agreement or similar agreement that Buyer or a member of the Buyer Affiliated Group may enter into agreeing to assume any such liability), or (iv) obligations for brokers' or finders' fees or commissions incurred by any Seller Party or any of their respective affiliates.
Sample 1
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Related to Indemnification by QuickHire, XxXxxxxxx and Xxxxxxxxx

  • Xxxxxxx Xxxxxxx Policy The terms of the Partnership’s xxxxxxx xxxxxxx policy with respect to Units are incorporated herein by reference.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • XX XXXXXXX XXXXXXX xxx undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust as of the date first above written. Wilmington Trust Company, not in its individual capacity but solely as owner trustee under a Trust Agreement dated as of February 13, 2002 By:_____________________________________ Name: Title: EXHIBIT C [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").

  • Xxxxxxxxx Xxxx Xxxx Certificate of Trust shall be effective upon filing.

  • Xxxxxx Xxxxxxx Copies of any notice given to the Company or the Selling Stockholder shall be given to Xxxxxx & Xxxxxxx LLP at 000 Xxxxxxxx Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx of Columbia, (fax: (000) 000-0000); Attention: Xxxxxxx X. Xxxxxxx.

  • Xxxxx Xxxxxxxx The principal office may hereafter from time to time be moved to such other place in the United States of America as may be designated by the Sole Member and Managing Member, as hereinafter defined, with written notice to all Members. The books and records of the Company shall be maintained at the Company's principal place of business, or such other location in the United States of America as determined by the Sole Member and Managing Member with written notice to all Members.

  • Xxxxxxxx-Xxxxx The Company is in compliance, in all material respects, with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder.

  • Xxxxxxx Xxxxxx LIMITED (a company registered in England and Wales with registered number 2104188), whose registered office is at 00 Xxx Xxxxxx, London EC4M 7EN (“Xxxxxxx Xxxxxx”);

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