Seller and Selling Sample Clauses

Seller and Selling. Shareholder each hereby agree to indemnify and hold buyers, its successors and assigns harmless from and against:
Sample 1Sample 2
AutoNDA by SimpleDocs
Seller and Selling. Shareholder shall keep in confidence all confidential and proprietary information about the Business and the Business operations of Seller being acquired by Buyer. All information relating to such Business operations shall be presumed to be Confidential Information except to the extent that such Confidential Information is otherwise publicly available or is received from a third party not affiliated with Seller or Buyer after the Closing Date. Seller and Selling Shareholder shall keep in confidence all such Confidential Information and other financial information relating to Seller, the Assets and Business operations and will not, without the prior written consent of Buyer, except to the extent required by law or to the extent any such information is otherwise publicly available or received from a third party not affiliated with Buyer or Seller, reveal any such Confidential Information to any third party. All documents relating to the Assets being acquired by Buyer shall be delivered to Buyer at the Closing Date or thereafter if not available or found as of the Closing Date. No such documents shall be reproduced without Buyer's prior written approval.
Sample 1
Seller and Selling. Shareholder each hereby agree to indemnify and hold buyer, its successors and assigns harmless from and against: (1) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise, arising out of or related to the operation of Seller's assets prior to the close of business on the day before the closing date, except for claims, liabilities and obligations of seller expressly assumed by buyer under this agreement or paid by insurance maintained by Seller, selling Shareholder or Buyer. (2) Any and all damage or deficiency resulting from any material misrepresentation or breach of warranty or covenant, or nonfulfillment of any agreement on the part of Seller or the selling Shareholder under this agreement.
Sample 1
Seller and Selling. Shareholders shall defend and promptly indemnify Tech Labs and/or TL Southeast and save and hold them harmless from, against, for, and in respect of, and pay any and all damages, losses, obligations, liabilities, claims, encumbrances, deficiencies, costs, and expenses, including, without limitation, reasonable attorneys' fees, and other costs and expenses incident to any suit, action, investigation, claim, or proceeding suffered, sustained, incurred, or required to be paid by Tech Labs and/or TL Southeast resulting from any breach or failure of observance or performance of any representation, warranty, covenant, or agreement made by Seller and/or Selling Shareholders hereunder or relating to or as a result of any such representation, warranty, covenant, or agreement being untrue or incorrect in any respect.
Sample 1

Related to Seller and Selling

  • Seller and Buyer May Affirm or Terminate

  • THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer..................................................

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

  • Closing Agreements Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Laws regarding Taxes) executed on or prior to the date of this Agreement.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!