Obligation of Buyer. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of the Buyer to cause Merger Sub to take such action and a guarantee of the payment and performance thereof.
Obligation of Buyer. Subject to the limitations set forth in ------------------- Section 8(c) of this Agreement, Buyer hereby indemnifies and holds harmless Seller from and against any and all Damages which Seller may suffer or incur, resulting from, relating to, or arising out of (i) any misrepresentation, breach of warranty, breach of guarantee or nonfulfillment of any of the covenants of Buyer in this Agreement; (ii) any liabilities or obligations arising from or relating to the performance of medical transcription services to the Target Clients after Closing and (ii) any and all Actions arising out of the foregoing;
Obligation of Buyer. The Buyer shall subsequent to Closing use its Reasonable Commercial Efforts (as defined below) to bring the Product to market in the EU through a program for commercialization of the Products in the EU. Reasonable Commercial Efforts shall mean efforts and resources commercially and commonly used in the research-based biotechnology / pharmaceutical industry for a product at a similar stage in its product life having similar market potential, taking into account efficacy, the competitiveness of alternative products in the marketplace, patent and other proprietary positions of products, the profitability of the Product and alternative products and other relevant factors and it is anticipated that the level of effort will change over time reflecting changes in the status of the Product. The Buyer furthermore undertakes to transfer this obligation of any third party purchaser of the Company and/or the Product.
Obligation of Buyer. Buyer hereby agrees to indemnify Seller and its Affiliates, and hold harmless each of Seller and such Affiliates, from, against and in respect of any and all Losses arising from any of the following:
(a) any inaccuracy in or breach of any of the representations and warranties made by Buyer in or pursuant to Article 4 of this Agreement; and
(b) the nonperformance of any obligations, or agreements of Buyer under this Agreement.
Obligation of Buyer. Subject to the other provisions of this Section 7.2, Xxxxx shall indemnify and defend each Seller and their respective successors, assigns, equity holders, partners, directors, officers, agents, Affiliates and representatives (collectively, the “Seller Indemnitees”), and hold the Seller Indemnitees harmless from against and in respect of any all losses arising from:
(a) any inaccuracy or breach of any representation or warranty in Article 4 of this Agreement, without giving effect to any qualifications as to materiality or similar qualifications contained in such representations and warranties for purposes of determining whether such breach occurred or the amount of Losses resulting from such breach; and
(b) any breach or nonperformance of any of the covenants or agreements made by Buyer (for the avoidance of doubt, after the Closing, including the Companies) in this Agreement.
Obligation of Buyer. No later than Closing, Buyer does hereby agree that Buyer shall loan to Partnership, the sum of $1,250,000.00 upon the following terms and conditions:
(a) Interest shall accrue on said unpaid principal balance at the Prime Rate (as that term is defined in the Pelican Strand, Ltd. partnership agreement) of interest, plus two percentage points.
(b) Interest shall accrue, and be due and payable at the maturity of said loan, one year from the date of said loan.
(c) Said loan shall be unsecured, due and payable only by Partnership, and for which no general partner of the partnership have any personal liability therefore.
(d) All of said loan shall be repaid in accordance with the terms of the partnership agreement for Partnership.
Obligation of Buyer. Buyer hereby agrees to indemnify Seller and its Affiliates, and hold each of Seller and such Affiliates, harmless, from, against and in respect of any and all Losses arising from any of the following:
(a) any breach of any of the representations and warranties made by Buyer in or pursuant to Article 3 of this Agreement;
(b) the nonperformance of any covenants or agreements made by Buyer under this Agreement;
(c) the Business, to the extent that such Losses relate to the conduct of the Business by Parent or Buyer after the Closing Date; and
(d) any Additional Costs, to the extent that such Additional Costs are not taken into account when determining the Foreign Subsidiary Purchase Price Increase.
Obligation of Buyer. Buyer hereby agrees to indemnify Seller and its Affiliates, and hold each of Seller and such Affiliates, harmless, from, against and in respect of any and all Losses arising from any of the following:
(a) any breach of any of the representations and warranties made by Buyer in or pursuant to Article 3 of this Agreement;
(b) the nonperformance of any covenants or agreements made by Buyer under this Agreement;
(c) the Business, to the extent that extraordinary losses occur related to the conduct of the Business by Parent or Buyer in the thirty (30)days after the Closing Date.
Obligation of Buyer. The Buyer hereby agrees to indemnify the Sellers and their respective Affiliates and each of their respective officers, directors, stockholders, managers, members, partners, employees, agents, representatives, successors and assigns (collectively, the “Seller Indemnified Parties,” and together with the Buyer Indemnified Parties, the “Indemnified Parties”) and hold each of them harmless from and against any Losses which any of them may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with:
(i) subject to the limitations in this Article VI, the breach or inaccuracy of any representation or warranty by the Buyer contained in this Agreement or any Transaction Document (or in any certificate delivered pursuant hereto by or on behalf of the Buyer to the Sellers with respect thereto); and
(ii) the breach, non-compliance or non-performance of any covenant, agreement or obligation of the Buyer contained in this Agreement or any Transaction Document.
Obligation of Buyer. Buyer shall indemnify Seller against any net reduction in the value of the Property, or net increase in the costs paid by Seller, resulting from the conditions imposed against the Property pursuant to the Approvals if (i) the Approvals reduce the value of the Property and (ii) for any reason other than default by Seller, Buyer does not exercise the Option and purchase the Property.
