Seller and the. Shareholder jointly and severally agree to indemnify and hold Buyer and New Horizons harmless from and against (i) any and all loss, damage, liability or deficiency resulting from or arising out of any inaccuracy in or breach of any representation, warranty, covenant, or obligation made or incurred by Seller or the Shareholder herein, (ii) any imposition (including, without limitation, by operation of bulk transfer or other law) or attempted imposition by a third party upon Buyer of any liability or obligation of Seller which is not an Assumed Liability, and (iii) any and all costs and expenses (including reasonable attorneys' and accountants' fees) related to any of the foregoing.
Seller and the. Shareholders acknowledge and agree that irreparable injury may result to Buyer and Xxxxxx'x in the event Seller or any of the Shareholders breaches any covenant contained in this Section 11, and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if Seller or any of the Shareholders engages or threatens to engage in any act in violation of the provisions of this Section 11, Buyer and Xxxxxx'x shall be entitled, in addition to such other remedies as may be available to it at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 11.
Seller and the. Guarantors acknowledge that a breach of the covenant not to compete contained in this Section will cause irreparable harm to Buyer in an amount or amounts difficult to ascertain and accordingly, in the event of a default under this Section, in addition to any other relief to which Buyer may be entitled, Buyer shall be entitled to injunctive relief offered by any court of competent jurisdiction.
Seller and the. Shareholder jointly and severally agree to indemnify and hold Buyer harmless from and against (i) any and all loss, damage, liability or deficiency resulting from or arising out of any inaccuracy in or breach of any representation, warranty,
Seller and the. Stockholders acknowledge that any Claims against them for indemnification with respect to tax matters related to the Franchised Business, which are referred to in Sections 8.11, 8.13, 8.19, 15.1 and 15.2, shall be subject to Section 13.1 regardless of the Claiming Party's actual knowledge at the time of Closing.
Seller and the. Stockholders acknowledge and agree that, from and after the Closing, Buyer will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to the business of Seller.
Seller and the. Stockholders, jointly and severally, agree to indemnify and hold harmless Buyer against any and all Damages asserted against, resulting to, imposed upon, or incurred or suffered by Buyer, directly or indirectly, as a result of or arising from, any of the following (the "Seller Indemnifiable Claims"):
Seller and the. Stockholders acknowledge that as a result of the complexity of the transactions contemplated hereby and the Consolidation Transactions, the Closing contemplated hereby and the closing of the Consolidation Transactions must be concurrent at a time designated by Buyer. Accordingly, Seller and the Stockholders shall at any time upon or after execution of this Agreement, but prior to the Closing Date (i) provide any outstanding documentation required to effect the Closing pursuant to this Agreement in escrow pending release upon authorization by Seller at the Closing, (ii) complete performance of their respective obligations hereunder and under the other Transaction Documents to be performed by the Closing, and (iii) update the schedules hereto and any other documentation or information provided to Buyer during the course of this transaction such that all such disclosures shall be accurate and current as of the Closing Date.
Seller and the. Company Mutual Release duly executed by Seller and the Company in the form attached hereto as Exhibit E.
Seller and the. Stockholders have all requisite corporate power and authority to execute and deliver this Agreement and to carry out and perform their obligations under the terms of this Agreement and each of the other documents to be executed in connection herewith (such other documents are hereinafter collectively referred to as the "Transaction Documents") to which they are a party. Delivery of the Xxxx of Sale and other instruments of transfer contemplated by Section 1.3 will transfer to Buyer good and marketable title to the Assets, free and clear of any lien, encumbrance, adverse claim, or restriction on transfer, except as set forth on Schedule 2.2. This Agreement constitutes, and the Transaction Documents will each constitute, the valid and binding obligations of Seller and the Stockholders, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws and by general principles of equity.
