Purchaser and Parent Sample Clauses
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Purchaser and Parent jointly and severally, will indemnify the Equityholders in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by either of them or to which either of them becomes subject, resulting from, arising out of, or relating to any misrepresentation or breach of warranty or non-fulfillment of or failure to perform any covenant or agreement on the part of Purchaser contained in this Agreement (including, without limitation, any certificate delivered in connection herewith or therewith).
Purchaser and Parent acknowledge and agree that Pfizer shall not have any Liability under any provision of this Agreement for any Loss to the extent that such Loss relates to action taken by Purchaser, Parent or their Affiliates (other than action taken by Pfizer in breach of this Agreement) after the Closing Date. Each of Parent and Purchaser shall take, and shall cause their respective Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach which gives rise to the Loss.
Purchaser and Parent. The maximum aggregate liability of the Purchaser and the Parent to the Holder Indemnified Parties under this Agreement shall be One Million Dollars ($1,000,000.00).
Purchaser and Parent. Confidentiality (1) Until the Closing and in the event of termination of this Agreement without Closing, Parent and the Purchaser shall keep confidential and shall not use for any improper purpose or disclose to any other Person any information obtained from the Vendor, the Corporation or their respective agents and representatives, unless such information (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement, (ii) becomes available to the Purchaser or Parent on a non-confidential basis from a source other than the Vendor, the Corporation or their respective agents and representatives, unless the Purchaser or Parent knows that such source is prohibited from disclosing the information to the Purchaser or Parent by a contractual, fiduciary or other legal obligation to the Vendor or the Corporation, or (iii) was known to the Purchaser or Parent on a non-confidential basis before its disclosure to the Purchaser or Parent by the Vendor, the Corporation or their respective agents and representatives. In the event the Purchaser or Parent is required by Law to disclose any confidential information, the Purchaser and Parent shall, to the extent not prohibited by applicable Law, provide the Vendor with prompt notice of such requirements so
Purchaser and Parent if (i) there shall occur a Material Adverse Change or (ii) any of the conditions set forth in Section 6.1 hereof becomes incapable of fulfillment (other than as a result of a breach by Purchaser or Parent of this Agreement) and is not waived by Purchase and Parent;
Purchaser and Parent acknowledge Seller's desire to --------------------- transfer the ▇▇▇▇▇ Lease Portfolio to one or more persons that routinely provides lease financing to Parent's customers. Purchaser and Parent agree to cooperate with ▇▇▇▇▇ and to provide reasonable assistance to ▇▇▇▇▇ (including through introductions to appropriate representatives of such lease financing sources) in connection with any such proposed sale of the ▇▇▇▇▇ Lease Portfolio. Purchaser and Parent also agree to cooperate with ▇▇▇▇▇ (including, subject to applicable legal restrictions through the exchange of information) in the collection of amounts coming due to ▇▇▇▇▇ from the ▇▇▇▇▇ Lease Portfolio.
Purchaser and Parent. Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Authority and Binding Effect Organization No Violations Consents and Approvals Litigation Brokers