Obligation of Sellers. The obligations of the Sellers under this Agreement shall not be affected by reason of the invalidity, illegality or irregularity of any ALAC Securitization Document.
Obligation of Sellers. The Sellers will indemnify and hold the Purchaser harmless from any loss of expense which the Purchaser may sustain by reason of any claim presented against Purchaser as to the validity of the Sellers’ title to the common shares of Got Chocolates transferred to Purchaser.
Obligation of Sellers. (a) Subject to the other provisions of this Article 7, from and after the Closing, each Seller, jointly and severally, shall indemnify and defend Buyer and its respective successors, assigns, equity holders, partners, directors, officers, agents, Affiliates (for the avoidance of doubt, following the Closing, including the Companies), and representatives (collectively, the “Buyer Indemnitees”) and hold Buyer Indemnitees harmless from, against and in respect of any and all losses arising from:
(i) any inaccuracy or breach of any representation or warranty in Article 2 of this Agreement or in Article 3 of this Agreement, in each case without giving effect to any qualifications as to materiality, Material Adverse Effect 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;
(ii) any and all Company Indebtedness in an amount exceeding the amount set forth on Schedule B existing at, relating to or arising from the period prior to the Closing Date;
(iii) (A) all Taxes of each Company for Pre-Closing Tax Periods; and (B) any and all Taxes of any Person imposed on each Company arising under the principles of applicable Law of transferee or successor Liability or by contract, relating to an event or transaction occurring before the Closing (for Taxes imposed by contract, only Taxes for a Pre-Closing Tax Period);
(iv) any breach or nonperformance of any of the covenants or agreements made by any Seller or any Affiliate (for the avoidance of doubt, prior to the Closing, including the Companies) thereof in this Agreement; and/or
(b) The Parties acknowledge and agree that, if any Company suffers, incurs or otherwise becomes subject to any losses as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation as set forth in Section 7.1(a), then (without limiting any of the rights of such Company as a Buyer Indemnitee) Buyer shall also be deemed, upon the Closing, by virtue of its ownership of such Company, to have incurred losses as a result of and in connection with such inaccuracy or breach.
Obligation of Sellers. Buyer acknowledges and agrees that Sellers are comprised of Havana Street Partnership, a general partnership ("Seller A"), and Xxxxx X. Furstenberg, an individual ("Seller B"), and that Seller A will convey title to the Property shown on Exhibit A1 as Tract 4 ("Property A") to Buyer at closing, and that "Seller B" will convey title to the Property shown on Exhibit A1 as the East 182.79 feet of Tract 2 and all of Tract 3 ("Property B") to Buyer at closing. Accordingly, any and all obligations, covenants, agreements, representations and warranties of Sellers with respect to the Property A and Property B hereunder shall be deemed to be those of Seller A only with respect to Property A, and to be those of Seller B only with respect to Property B. The obligations of Seller A and Seller B hereunder shall not be joint and several, except where the context clearly so indicates.
Obligation of Sellers. The Sellers will indemnify and hold the Purchaser harmless from any loss or expense which the Purchaser may sustain by reason of any claim presented against Diamond Holding, L.L.C. within one year from the date hereof on account of anything whatsoever initiated, existing, or occurring prior to the date hereof.
Obligation of Sellers. (a) Sellers acknowledge that the locations of certain water mains, pipes, valves, and other appurtenances of the water system may be difficult to determine and accordingly, agrees to provide, at the request of CONSUMERS, an individual, employed by Oakview as a Water Department employee on the date of execution of this agreement, who is familiar with the water system and the location of the various appurtenances thereto, for the purpose of assisting CONSUMERS in locating mains, pipes or valves to effect repairs. The obligation of the sellers to provide such assistance shall terminate on the date of closing. If all the conditions to Consumer’s obligations under this Agreement have not been completed and satisfied in full on or prior to September 19, 2003, Consumers shall have the right to terminate this Agreement without any payment to Owner or any penalty and this Agreement shall thereafter be null and void.
Obligation of Sellers. [RESERVED]..
Obligation of Sellers. Whenever this Agreement requires any of the ASIG Entities to take any action on or prior to the Closing, such requirement shall be deemed to include an undertaking on the part of Sellers to cause such ASIG Entities to take such action.
Obligation of Sellers. Each Seller hereby agrees to severally indemnify the Buyer Indemnified Parties and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnified Party in respect of any Loss which such Buyer Indemnified Party 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 (A) of such Seller in Article II or any other representation or warranty of such Seller regarding such Seller contained in this Agreement or any Transaction Document (or in any certificate delivered pursuant hereto by or on behalf of any Seller or the Company to the Buyer with respect thereto) and/or (B) in Article III of this Agreement, provided that each Seller shall only be liable up to such Seller’s Pro Rata Share of any Losses which any Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with the breach or inaccuracy of any representation or warranty contained in Article III; and
(ii) the breach, non-compliance or non-performance of any covenant, agreement or obligation of such Seller contained in this Agreement or any Transaction Document. Notwithstanding the foregoing, the representations, warranties, covenants and agreements contained in this Agreement that relate specifically and solely to a particular Seller are the obligations of that particular Seller only and the other Sellers shall not be responsible therefor. The particular Seller making any such representation, warranty, covenant or agreement contained in this Agreement shall be solely responsible for any Losses the Buyer Indemnified Parties suffer as a result of any breach of any such representations, warranties, covenants and agreements by such Seller.
Obligation of Sellers. The Seller will indemnify and hold the Purchaser harmless from any loss or expense which the Purchaser may sustain by reason of any claim presented against Purchaser as to the validity of the Sellers’ title to the common shares of Xxxxxxx Xxxxx, Inc. transferred to Purchaser.
