Indemnity by Seller and the Shareholders Sample Clauses

Indemnity by Seller and the Shareholders. Seller and the ---------------------------------------- Shareholders and their successors, jointly and severally, shall indemnify, save, and hold harmless Buyer from and against any "Damages" as hereinafter defined. "Damages," as used herein, shall mean and include any loss, damage, cost, expense or other liability (including any loss, cost, expense or other liability, reasonable attorneys' fees and costs incurred in trial and appellate proceedings) which Buyer may incur or suffer by reason of or arising out of (i) any breach or default in the performance by Seller or the Shareholders of any covenant or agreement of Seller or the Shareholders contained in this Agreement; (ii) any breach of warranty or inaccurate or erroneous representation made by Seller or the Shareholders herein or in any certificate or other instrument delivered by or on behalf of the Seller or Shareholders pursuant hereto or (iii) other than Assumed Liabilities, any liabilities of Seller, including without limitation those arising from Seller's failure to pay when due or otherwise discharge all liabilities relating to the Business and its operations prior to the Effective Time that are not Assumed Liabilities; provided Seller shall be entitled to contest any liabilities in good faith so long as no lien or charge is imposed on the Purchased Assets or Buyer as a result thereof. The foregoing indemnity is not intended to include any damages caused by Buyer in the conduct of the Business following the Closing. Buyer shall be entitled to exercise all remedies provided by law in the event of Seller's or either Shareholder's breach of any representation, warranty, covenant or agreement; provided, however that, to the extent applicable, Buyer agrees to use reasonable efforts to obtain payment from the insurance provided for in Section 11.5 before pursuing its remedies against Seller or the Shareholders hereunder.
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Indemnity by Seller and the Shareholders. Provided that the transactions contemplated by this Agreement are consummated, Seller and the Shareholders hereby, jointly and severally, agree to indemnify, defend and hold harmless the Buyer and ABT from and against all liabilities, losses, costs or damages whatsoever (including expenses and reasonable fees of legal counsel) ("Claims") arising out of or relating to Claims made prior to the Survival Date or the Extended Survival Date, if applicable, in the event that it is determined that such Claims arise out of or from or are based upon (i) the inaccuracy in any material respect of any representation or warranty contained in Section 4 or in any agreement, document or certificate executed and delivered by Seller and any of the Shareholders pursuant hereto made by Seller and the Shareholders; and (ii) the non-performance by the Seller and the Shareholders in any material respect of any covenant, agreement or obligation to be performed by the Seller and/or the Shareholders under this Agreement or any such agreement, instrument or certificate executed and delivered by Seller and/or any of the Shareholders. In addition to the other indemnities provided hereunder, from and after Closing, Seller and the Shareholders, jointly and severally, agree to indemnify and save harmless ABT and the Buyer, and any successors thereto, of and from any Claims under or pursuant to: (i) any incorrectness in, or breach of, or default under any representation or warranty made by Seller and the Shareholders in Section 4(i) hereof; and (ii) any assessment or reassessment for Taxes relating to the Company, the business carried on by the Company, or the property of the Company for any taxation year ending on or before the Effective Date to the extent that the amount of taxes payable as a result of such assessment or reassessment exceeds the amount accrued as a liability for such taxes in the Financials. "Taxes" shall have the meaning ascribed in Section 4(i).
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Indemnity by Seller and the Shareholders. Seller and the ---------------------------------------- Shareholders, jointly and severally, shall indemnify, defend, and hold Buyer harmless from and after the Closing Date against and in respect of: (a) Any and all liabilities and obligations of, or claims against, Seller and the Store not expressly assumed by Buyer; and (b) Any and all damage, loss, deficiency, costs, and expenses resulting from any misrepresentation, breach of warranty, or nonfulfillment of any obligation on the part of Seller or the Shareholders under this Agreement or from any misrepresentation in, omission from, or occasioned by, any certificate or other instrument furnished or to be furnished to Buyer under
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Indemnity by Seller and the Shareholders. Seller and the Shareholder shall, jointly and severally, indemnify and hold Purchaser and VideoLan Parent harmless from and against, and shall pay to Purchaser and VideoLan Parent the full amount of, any loss, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser and VideoLan Parent, respectively, either directly or indirectly, from (a) any litigation pending at the date hereof, by or affecting Seller, its business or the Assets; (b) any claims against Purchaser and VideoLan Parent for products liability that are based upon acts or deeds of Seller or its agents or employees before the date hereof; (d) any inaccuracy in any representation or warranty, or any breach of any covenant or agreement, by Seller or the Shareholder contained in this Agreement or in any of the Other Agreements; and (e) any of the Liabilities, except for those described on Schedule 2.06.
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Indemnity by Seller and the Shareholders 
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Related to Indemnity by Seller and the Shareholders

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

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