Seller and Shareholder. From and after the Closing Date, Seller and Shareholder, jointly and severally, shall indemnify, defend and hold harmless Buyer from and against (i) any and all damages, losses, obligations, deficiencies, liabilities, claims, encumbrances, penalties, costs, and expenses, including reasonable attorneys’ fees (collectively, the “Loss”), which Buyer may suffer or incur, resulting from, related to, or arising out of any misrepresentation, Breach of warranty, or non-fulfillment of any of the covenants or agreements of Seller or Shareholder in this Agreement or from any misrepresentation in or omission from any schedule to this Agreement, certificate, financial statement, or from any other document furnished or to be furnished to Buyer hereunder, (ii) any Loss based upon injuries to persons, property or business arising out of events on or before the Effective Date whether known or unknown, currently asserted or arising hereafter, and (iii) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments and claims (including employment-related claims) arising out of any of the foregoing; provided, however, that before Buyer may assert a claim for indemnity under this Article, Buyer must give or cause to be given written notice of such claim to Seller and Shareholder as provided in Section 10.3.
Seller and Shareholder jointly and severally, represent and warrant to Purchaser that no investment banker, broker or finder has acted for it or them, in connection with this Agreement or any of the transactions contemplated hereby. Seller and Shareholder, jointly and severally agree to indemnify and hold harmless Purchaser from and against any fee, claim, loss, or expense arising out of any claim by any investment banker, broker or finder employed or alleged to have been employed by it or them.
Seller and Shareholder jointly and severally, represent and warrant that prior to the execution hereof they have not disclosed any of the terms, conditions, obligations or matters contained in or relating to this Agreement and the transactions contemplated herein, and Seller and Shareholder, jointly and severally, covenant and agree that following the execution of this Agreement, it and they shall not disclose to any person, individual or entity any of such terms, conditions or matters and to keep the same confidential, regardless of whether the Closing occurs.
Seller and Shareholder. (i) From and after the Closing Date to and including one year following the Closing Date, neither Sellers nor Shareholder or any Affiliate thereof (including, without limitation, XLConnect), will sell, directly or indirectly, any computer product to any XLS Transferred Customer unless such customer is a Common XLS Transferred Customer; provided, however, that Sellers, Shareholder and any such Affiliate will only sell computer product to a Common XLS Transferred Customer at the locations (which shall not include the geographic areas in which any Acquired Site or Other Site is located), in the categories and to the extent (which shall not limit purchase volumes or aggregate revenues) being provided (or the subject of a successful bid to provide which was outstanding on the Closing Date) by Sellers as of the Closing Date to such Common XLS Transferred Customer. During such one year period XLConnect either (x) will purchase all computer product required by XLConnect for any XLS Transferred Customer unless such customer is a Common XLS Transferred Customer and such purchase is for the location, in the category and to the extent being provided by Sellers as of the Closing Date to such Common XLS Transferred Customer, from or (y) will refer all such customers that require computer product for an application to, Buyer or another GECITS Entity. During such one year period, neither Sellers nor Shareholder nor any Affiliate thereof (including, without limitation, XLConnect) shall provide Computer Services (A) to any customer listed on Exhibit 8.07(a), (B) to any customer that is a party to the Power by the Hour Agreements other than (i) Borden Chemical, Inc. and (ii) network integration and applicatxxxx xervices and (C) in connection with the agreement listed in item 19A of Exhibit 5.01(d)(1)(A); provided, however, that they shall not provide power by the hour services to Borden Chemical Inc. Sellers, Shareholder and XLConnect undersxxxx xhat in connection with the negotiations leading up to the entering into of this Agreement, each has received, and that pursuant to this Agreement, each will receive, confidential and proprietary information of Buyer and its Affiliates, including, without limitation, customer lists and other trade secrets.
(ii) From and after the date hereof to and including the date one year following the Closing Date, neither Sellers, Shareholder or any Affiliate thereof (including, without limitation, XLConnect) will, unless acting with the expres...
Seller and Shareholder acknowledge that Buyer is a publicly-held company and dissemination of information concerning this transaction or trading in the Buyer's stock by any party to this transaction or any party receiving information from any party to this transaction prior to public release could result in violation of the Securities and Exchange Commission insider trading regulations. Xxxxxx xxx Xxareholders agree not to disseminate any information concerning this transaction and agree not to trade in the stock of Buyer if such actions would violate applicable laws.
Seller and Shareholder acknowledge that (i) the goodwill associated with the Business prior to the transactions contemplated by this Agreement is an integral component of the value of the Business and is reflected in the value of the consideration being paid for the Purchased Assets, and (ii) the agreements of Seller and Shareholder set forth herein are necessary to preserve the value of the Business following the consummation of the transactions contemplated by this Agreement and are conditions precedent to Buyer entering into this Agreement. Seller and Shareholder also acknowledge that the limitations of time, geography and scope of activity agreed to in this Agreement are reasonable and necessary to protect the legitimate business interests of Buyer, which include the protection of (x) valuable confidential information related to the Business, (y) substantial relationships with customers of the Business and (z) customer goodwill associated with the ongoing business, because, among other things: (A) the Business is in a highly competitive industry, (B) Seller has had access to, and may continue to have access to, trade secrets and know-how of the Business, (C) the Competitive Business Activity is substantially the Business, (D) Seller is expected to benefit from the transactions contemplated by this Agreement and (E) in the event that Seller is no longer employed by the Business, Seller will be able to obtain suitable and satisfactory employment without violation of this Agreement.
Seller and Shareholder shall jointly and severally shall indemnify, defend, and hold Buyer and its officers, directors, agents, partners, members, controlling entities and employees (collectively, "Buyer Indemnitees") harmless from and against any liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys' fees and expenses) that Buyer Indemnitees incur or suffer as a result of, or arising out of (a) Seller's or Shareholder's breach of any of Seller's or Shareholder's representations, warranties, covenants or agreements in this Agreement or (b) any Retained Obligations.
Seller and Shareholder. (where applicable), will deliver to Buyer (collectively the "Seller's Closing Deliveries"):
a. Such bills of sale, assignments, certificates of title, UCC termination statements and other discharge documents and instruments reasonably requested by Buyer in order to effectuate the transfer of marketable title to the Assets Purchased, free of all Encumbrances, to the Buyer and to effectuate and evidence the terms and provisions of this Agreement, consistent always with the terms and provisions of this Agreement;
b. Non-competition agreements from Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx and Xxxxxx X. Xxxxxx in the form of EXHIBIT 3.3.1 (the "Non-Competition Agreements");
c. Written, valid, binding and enforceable Consents executed by all Persons whose consent, authorization and/or approval is necessary or appropriate in order to validly transfer all of Seller's rights under the Assumed Contracts to the Buyer, to validly transfer the Assets Purchased, and to consummate the transactions contemplated herein;
d. Certified Resolutions of the Seller's Board of Directors and shareholders approving the transactions contemplated hereunder;
e. An opinion of legal counsel to the Seller, dated as of the Closing Date, in the form of EXHIBIT 3.3(E);
f. Releases from shareholders of the Seller, of the Buyer from all liability, except any liability arising from a breach of this Agreement or any document executed in connection herewith;
g. Such other documents as Buyer may reasonably request in connection with the transactions contemplated hereunder.
Seller and Shareholder. 35 8.2 Purchaser......................................................................................37 (ii)
Seller and Shareholder will use due diligence to maintain its inventories at normal levels, to collect its accounts receivable in due course and to pay its liabilities and obligations as they become due in due course.
