Common use of Obligations of Purchaser Clause in Contracts

Obligations of Purchaser. (a) Following the Closing, subject to the terms of this Article VIII, Purchaser shall indemnify and hold harmless Seller, its Affiliates and their respective directors and officers, shareholders, employees, representatives and other agents (collectively, the “Seller Indemnified Parties”) from and against any Losses incurred by any Seller Indemnified Party by reason of (i) any breach of any of the representations or warranties of Purchaser contained in Article IV (in each case, as of the Closing Date, except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case as of such earlier date), (ii) any breach of or default in the performance of any of the covenants or agreements of Purchaser contained in this Agreement that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date, including without limitation Purchaser’s obligations under Section 5.2(a); (iii) the conduct of the Business during the Interim Period, including by reason of any actions or failures to act of Purchaser relating to the Business, the Coal Mining Permits and Environmental Permits (including bonds and other security therefor), the Owned Real Property, the Leased Real Property and Purchaser’s mining operations or (iv) any Liabilities or Costs of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing) or the businesses, Contracts, properties or assets of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing).

Obligations of Purchaser. (a) Following the Closing, subject Prior to the terms Termination Date, or the earlier termination of this Article VIIIAgreement, the Purchaser shall indemnify and hold harmless Sellernot, its Affiliates and their respective directors and officersdirectly or indirectly, shareholders, employees, representatives and negotiate or deal with any party other agents (collectively, than Aura relating to an Alternative Transaction involving the “Seller Indemnified Parties”) from and against Purchaser or the acquisition by the Purchaser of all or any Losses incurred by any Seller Indemnified Party by reason part of (i) any breach the outstanding shares or assets or property of any of other person, or solicit enquiries or provide information with respect to same. Notwithstanding the representations or warranties of Purchaser contained in Article IV (in each caseforegoing, as of the Closing Date, except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case as of such earlier date), (ii) any breach of or default in the performance of any of the covenants or agreements of Purchaser nothing contained in this Agreement that by their terms are shall be interpreted to be performed extend to the acts or omissions of any person acting in whole his or her capacity as a director or officer of the Purchaser or otherwise to xxxxxx the proper exercise of discretion of such person. In addition, nothing contained in partthis Agreement will prohibit, prevent or restrict the Purchaser furnishing or from providing information in respect of or otherwise responding to or engaging in discussions or negotiations in respect of, an unsolicited Alternative Transaction not resulting from a breach of this Section 10.02, or which prohibit actionsthe directors of the Purchaser, subsequent in the fulfilment of their fiduciary duties, from supporting or facilitating any such unsolicited Alternative Transaction, or the Purchaser from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of the Purchaser determine in good faith, after consultation, to the Closing Dateextent considered appropriate by the directors, including without limitation Purchaser’s obligations under Section 5.2(a); (iii) with its financial and legal advisors, that such unsolicited Alternative Transaction constitutes, or could reasonably be expected to lead to or result in, a transaction that would, if consummated in accordance with its terms, be more favourable to the conduct Purchaser or the shareholders of the Business during Purchaser than the Interim PeriodTransaction provided, including by reason of any actions or failures however, that prior to act of Purchaser relating to the Businesstaking such action, the Coal Mining Permits directors of the Purchaser shall have concluded, after considering applicable laws, and Environmental Permits (including bonds and other security therefor), the Owned Real Property, the Leased Real Property and Purchaser’s mining operations or (iv) any Liabilities or Costs receiving advice of Purchaser or any outside counsel that such action would be a proper exercise of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actionsfiduciary duties, or any failure is otherwise required under, applicable laws, that it is appropriate that the directors take such action in order to act prior to the Closing) properly discharge their fiduciary duties or the businesses, Contracts, properties or assets of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing)such action is otherwise required under applicable laws.

Obligations of Purchaser. (a) Following From and after the Closing, subject Purchaser agrees to the terms of this Article VIIIindemnify, Purchaser shall indemnify defend and hold harmless Seller, its Affiliates and their respective directors and officers, shareholders, employees, representatives and other agents (collectively, the “each Seller Indemnified Parties”) from and against any and all Losses incurred by which any Seller Indemnified Party by reason of them may suffer, incur, or sustain arising out of, attributable to, or resulting from: (ia) any breach or nonperformance of any of the covenants or other agreements made by Purchaser in Article VI of this Agreement; (b) any inaccuracy in or breach of any of the representations or and warranties of Purchaser contained in Article IV of this Agreement; (c) any obligations of any of the SMR Companies to the FSI ESOP arising prior to the Closing Date (including for the Department of Labor settlement described on Schedule 11.3 hereof provided that the accruals for such settlement are reflected on the Closing Balance Sheet), other than for the matters described in each caseSection 11.2(d); (d) any claims by any employees or former employees of the SMR Companies, including, without limitation, relating to their employment with the SMR Companies, termination of employment or change in benefits or compensation, except for matters which would constitute a breach of the representations and warranties made by Seller in Section 3.12; or (e) any actions taken as a director, officer, partner or manager of any of the SMR Companies prior to the Closing Date to the maximum extent permitted for directors, officers, partners or managers under applicable state corporate, partnership and limited liability company laws, except for matters for which Purchaser is entitled to indemnification under Section 11.2; or (f) any Taxes imposed on any of the Sellers or SMR Companies with respect to taxable periods ending on or before the Closing Date or, with respect to any taxable period beginning before and ending after the Closing Date, except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case as portion of such earlier dateperiod ending on the Closing Date (determined in accordance with Section 13.2(a)(ii), ) by reason of (i) the Election (subject to Section 13.1(c)(iii) and the last sentence of Section 13.1(g)) or (ii) any breach of action taken by any SMR Company (other than the Election) after the Closing or default in by or at the performance of any direction of the covenants Purchaser (including without limitation the filing of an amended Tax Return for an SMR Company in respect of a period (or agreements of Purchaser contained in this Agreement that by their terms are to be performed in whole portion thereof) ending on or in part, or which prohibit actions, subsequent prior to the Closing Date, including Date without limitation Purchaser’s obligations under Section 5.2(a); (iii) the conduct consent of the Business during the Interim Period, including by reason of any actions or failures to act of Purchaser relating to the Business, the Coal Mining Permits and Environmental Permits (including bonds and other security therefor), the Owned Real Property, the Leased Real Property and Purchaser’s mining operations or (iv) any Liabilities or Costs of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing) or the businesses, Contracts, properties or assets of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the ClosingSellers).

Obligations of Purchaser. (a) Following the Closing, subject to the terms All actions taken by or on behalf of this Article VIII, Purchaser shall indemnify be in accordance with all applicable laws, rules and hold harmless regulations of the appropriate governmental authorities having jurisdiction over the Property and in compliance with any insurance maintained by Seller over, or with respect to, the Property. Purchaser shall (A) not unreasonably interfere with the use of the Land or Improvements by the Tenants, (B) not unreasonably interfere with the operation and maintenance of the Land and Improvements, (C) not injure or otherwise cause bodily harm to Seller, its Affiliates agents, contractors and their respective directors and officers, shareholders, employees, representatives or any Tenants, or their agents, contractors and other employees, (D) promptly pay when due the cost of all Inspections, (E) not permit any liens to attach to the Land or Improvements by reason of the exercise of its rights hereunder, (F) restore the Land and Improvements to the condition which existed immediately prior to each of the Inspections to the extent any change in the condition is the result of the Inspection, (G) defend and indemnify Seller, its affiliates, and each of their members, managers, agents (collectivelyand employees, the “Seller Indemnified Parties”) from and against any Losses and all liability, loss, cost, expense and damage (including, without limitation, reasonable attorneys’ fees) incurred by any Seller Indemnified Party by reason of them in connection with the Inspections, including without limitation, (i) claims made by any breach Tenant against Seller for Purchaser’s interference with any Tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Property, and (ii) Purchaser’s obligations pursuant to this Section 5(c), (H) provide Seller, promptly after receipt, with copies of all written reports, tests and other written information regarding the Inspections, and (I) prior to and as a condition to any Inspections, deliver to Seller certificates of insurance evidencing comprehensive liability insurance (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to Seller, and naming Seller as an additional insured. Purchaser shall not be obligated to indemnify Seller for claims resulting merely from Purchaser’s discovery of any of the representations or warranties of Purchaser contained in Article IV (in each case, as of the Closing Date, matter except to the extent such representations and warranties shall have been expressly made as of an earlier datethat the Inspections aggravated, in which case as of such earlier date), (ii) any breach of increased or default in spread the performance of any of the covenants or agreements matter discovered. The obligations of Purchaser contained in under this Section 5(c) shall survive for one (1) year after Closing or the earlier termination of this Agreement that except for obligations to indemnify Seller for claims made against Seller by their terms are to be performed in whole or in partthird parties, or which prohibit actions, subsequent to shall survive until the Closing Date, including without limitation Purchaser’s obligations under Section 5.2(a); (iii) the conduct applicable statute of the Business during the Interim Period, including by reason of any actions or failures to act of Purchaser relating to the Business, the Coal Mining Permits and Environmental Permits (including bonds and other security therefor), the Owned Real Property, the Leased Real Property and Purchaser’s mining operations or (iv) any Liabilities or Costs of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing) or the businesses, Contracts, properties or assets of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing)limitations has expired.

Obligations of Purchaser. (a) Following the Closing, subject Prior to the terms Termination Date, or the earlier termination of this Article VIIIAgreement, the Purchaser shall indemnify and hold harmless Sellernot, its Affiliates and their respective directors and officersdirectly or indirectly, shareholdersnegotiate or deal with any party other than Global shopCBD relating to an Alternative Transaction involving the Purchaser, employeesor solicit enquiries or provide information with respect to same. Notwithstanding the foregoing, representatives and other agents (collectively, the “Seller Indemnified Parties”) from and against any Losses incurred by any Seller Indemnified Party by reason of (i) any breach of any of the representations or warranties of Purchaser contained in Article IV (in each case, as of the Closing Date, except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case as of such earlier date), (ii) any breach of or default in the performance of any of the covenants or agreements of Purchaser nothing contained in this Agreement that by their terms are shall be interpreted to be performed extend to the acts or omissions of any person acting in whole his or her capacity as a director or officer of the Purchaser or otherwise to xxxxxx the proper exercise of discretion of such person. In addition, nothing contained in partthis Agreement will prohibit, prevent or restrict the Purchaser from furnishing or providing information in respect of or otherwise responding to or engaging in discussions or negotiations in respect of, an unsolicited Alternative Transaction not resulting from a breach of this Section 9.01, or which prohibit actionsthe directors of the Purchaser, subsequent in the fulfilment of their fiduciary duties, from supporting or facilitating any such unsolicited Alternative Transaction, or the Purchaser from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of the Purchaser determine in good faith, after consultation, to the Closing Dateextent considered appropriate by the directors, including without limitation Purchaser’s obligations under Section 5.2(a); (iii) with its financial and legal advisors, that such unsolicited Alternative Transaction constitutes, or could reasonably be expected to lead to or result in, a transaction that would, if consummated in accordance with its terms, be more favourable to the conduct Purchaser than the Transaction provided, however, that prior to taking such action, the directors of the Business during Purchaser shall have concluded, after considering applicable laws, and receiving advice of outside counsel, that such action would be a proper exercise of its fiduciary duties, or is otherwise required, under applicable laws, that it is appropriate that the Interim Period, including by reason directors take such action in order to properly discharge their fiduciary duties or that such action is otherwise required under applicable laws. In the event the Purchaser receives any form of any actions offer or failures to act of Purchaser relating to the Businessinquiry, the Coal Mining Permits Purchaser shall forthwith (in any event within one business day following receipt) notify Global shopCBD of such offer or inquiry and Environmental Permits (including bonds and other security therefor), the Owned Real Property, the Leased Real Property and Purchaser’s mining operations or (iv) any Liabilities or Costs of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing) or the businesses, Contracts, properties or assets of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing)provide Global shopCBD with such details as it may request.

Obligations of Purchaser. (a) Following the Closing, subject Prior to the terms Termination Date, or the earlier termination of this Article VIIIAgreement, the Purchaser shall indemnify and hold harmless Sellernot, its Affiliates and their respective directors and officersdirectly or indirectly, shareholdersnegotiate or deal with any party other than AlphaMind relating to an Alternative Transaction involving the Purchaser, employeesor solicit enquiries or provide information with respect to same. Notwithstanding the foregoing, representatives and other agents (collectively, the “Seller Indemnified Parties”) from and against any Losses incurred by any Seller Indemnified Party by reason of (i) any breach of any of the representations or warranties of Purchaser contained in Article IV (in each case, as of the Closing Date, except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case as of such earlier date), (ii) any breach of or default in the performance of any of the covenants or agreements of Purchaser nothing contained in this Agreement that by their terms are shall be interpreted to be performed extend to the acts or omissions of any person acting in whole his or her capacity as a director or officer of the Purchaser or otherwise to xxxxxx the proper exercise of discretion of such person. In addition, nothing contained in partthis Agreement will prohibit, prevent or restrict the Purchaser from furnishing or providing information in respect of or otherwise responding to or engaging in discussions or negotiations in respect of, an unsolicited Alternative Transaction not resulting from a breach of this Section 9.01, or which prohibit actionsthe directors of the Purchaser, subsequent in the fulfilment of their fiduciary duties, from supporting or facilitating any such unsolicited Alternative Transaction, or the Purchaser from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of the Purchaser determine in good faith, after consultation, to the Closing Dateextent considered appropriate by the directors, including without limitation Purchaser’s obligations under Section 5.2(a); (iii) with its financial and legal advisors, that such unsolicited Alternative Transaction constitutes, or could reasonably be expected to lead to or result in, a transaction that would, if consummated in accordance with its terms, be more favourable to the conduct Purchaser than the Transaction provided, however, that prior to taking such action, the directors of the Business during Purchaser shall have concluded, after considering applicable laws, and receiving advice of outside counsel, that such action would be a proper exercise of its fiduciary duties, or is otherwise required, under applicable laws, that it is appropriate that the Interim Period, including by reason directors take such action in order to properly discharge their fiduciary duties or that such action is otherwise required under applicable laws. In the event the Purchaser receives any form of any actions offer or failures to act of Purchaser relating to the Businessinquiry, the Coal Mining Permits Purchaser shall forthwith (in any event within one business day following receipt) notify AlphaMind of such offer or inquiry and Environmental Permits (including bonds and other security therefor), the Owned Real Property, the Leased Real Property and Purchaser’s mining operations or (iv) any Liabilities or Costs of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing) or the businesses, Contracts, properties or assets of Purchaser or any of its Affiliates (other than Liabilities or Costs of the Company or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing)provide AlphaMind with such details as it may request.