Seller and Company. In connection with the transactions contemplated hereby Seller hereby represents, warrants, covenants, acknowledges and agrees that the following are true, accurate, and complete as of the Effective Date and shall be true, accurate, and complete as of the Closing Date.
Seller and Company. (i) are in compliance ------------------ in all material respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) have withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees; (iii) are not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against Seller or Company under any worker's compensation policy or long-term disability policy relating to any Employee.
Seller and Company. The Seller and the Company shall indemnify and hold harmless Purchaser, Aikido and their respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) (each a, “Purchaser Indemnified Party”) with respect to all losses, claims, Actions, Orders, liabilities, damages (including consequential damages), taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) suffered or incurred by, or imposed upon, any Purchaser Indemnified Party resulting from or arising by reason of (v) any inaccuracy in or breach of any of the representations or warranties of Seller or the Company contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by the Purchaser hereto in connection with or pursuant to this Agreement (w) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or the Company pursuant to this Agreement, (x) any past or present Indebtedness of the Company incurred prior to the execution of this Agreement other than Indebtedness set forth on Annex A attached hereto, (y) any Action or regulatory examination relating to the operation of the Business as conducted prior to the Second Closing and (z) any Action, including any counterclaims, asserted against any Purchaser Indemnified Party in connection with the Seller’s efforts to recover upon any debt, note or loan agreement with any past and/or present employee of the Company.
Seller and Company. Each of the Sellers and the Company will treat and hold as such all of the Buyer's Confidential Information, refrain from using any of the Buyer's Confidential Information except in connection with this Agreement, and deliver promptly to the Buyer or destroy, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Buyer's Confidential Information which are in his or its possession. In the event that any of the Sellers or the Company is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any of the Buyer's Confidential Information, such Person will notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this (S) 7.1. If, in the absence of a protective order or the receipt of a waiver hereunder, any of the Sellers or the Company is, on the advice of counsel, compelled to disclose any of the Buyer's Confidential Information to any tribunal or else stand liable for contempt, that Person may disclose the Buyer's Confidential Information to the tribunal; provided, however, that the disclosing Person shall use reasonable efforts to obtain, at the request of the Buyer, an order or other assurance that confidential treatment will be accorded to such portion of the Buyer's Confidential Information required to be disclosed as the Buyer shall designate.
Seller and Company. As a material inducement to Purchaser to enter into this Agreement and consummate the transaction contemplated hereunder, Seller hereby represents and warrants to Purchaser the following, in each case as of the date of this Agreement and the Closing Date, unless otherwise specifically provided:
