By Sellers Sample Clauses

By Sellers. Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, o...

By Sellers. Subject to and as provided herein and in Section 9.3(d), after the Closing, each Seller shall indemnify and hold harmless Buyer from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses, including without limitation, interest, penalties and reasonable attorneys’ fees (collectively, “Damages”), incurred by Buyer in connection with or arising out of or resulting from (i) any breach by such Seller of (A) any representation or warranty of such Seller contained in Article IV or (B) any Closing certificate delivered by such Seller pursuant to Section 8.4 or (ii) any covenant of such Seller contained in Article VI, which, in the case of (i) and (ii) above, would not have been incurred if any such breached representation, warranty or Closing certificate had been true, or any such breached covenant had been performed, as of the Closing Date. Subject to and as provided herein and in Section 9.3(d), after the Closing, Sellers shall indemnify and hold harmless Buyer from and against 50% of any and all Damages incurred by Buyer in connection with or arising out of or resulting from the matter identified in Item 4 of Schedule 4.14. The calculation of the amount of Damages or any indemnification obligation pursuant to Section 9.6(b) shall take into account and be reduced by (A) any reduction in the Tax liability of Buyer or its Affiliates (“Tax Benefit”) as a result of any Damage or amount that is subject to indemnification hereunder and (B) applicable insurance to the extent actually recovered. Buyer and Seller shall cooperate in good faith, and shall provide each other the information necessary, to determine the amount of any Tax Benefit. Buyer shall not be entitled to indemnification to the extent Damages were included in the calculation of Closing Working Capital. For purposes of calculating Damages, the reserves and accruals on the Closing Balance Sheet shall only be applied to matters relating to the period prior to the Closing Date which otherwise may constitute or result in Damages. Subject to this Section 9.3(a) and Section 9.3(d), no indemnifiable Damages shall be owed under this Agreement until applicable reserves or accruals have been exhausted, and then only to the extent (without duplication) that such Damages, in the aggregate, exceed the amount of such reserves and accruals and any amount which may be available under Section 9.3(d)(i) with respect to such Damages (which shall not be diminished as a resul...

By Sellers. Each Seller, jointly and severally, hereby agrees to indemnify and hold Buyer, the Company, and their respective directors, officers, employees, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any Losses arising from: (i) any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) made by the Company in this Agreement; (ii) any breach of the covenants or agreements (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such covenant or agreement) made by Sellers or the Company in this Agreement; or (iii) any Excluded Liabilities. In addition, each Seller, severally and not jointly, hereby agrees to indemnify and hold Buyer Indemnified Parties harmless from and against any Losses based upon or arising from any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) of such Seller contained in Article V.

By Sellers. At the Closing, Parent will deliver or cause to be delivered to Purchaser: (i) if the Purchased Equity Interests are certificated, certificates representing the Purchased Equity Interests, duly endorsed in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed in blank; (ii) bills of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), duly executed by Parent or the applicable Seller; (iii) the transition services agreement, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificate, in form and substance reasonably acceptable to the Parties, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) of the Code); (ix) the Excluded Transfer Documents, duly executed by Parent or the applicable Seller; and (x) such other customary closing documents and instruments as required by this Agreement.

By Sellers. In connection with a registration of Restricted Stock under the Securities Act pursuant to Section 4 or 5, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless, to the extent permitted by law, the Company and each person who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, and each director of the Company, from and against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made or omitted in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by or on behalf of such seller for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an unde...

By Sellers. If the sale contemplated by this Contract is not completed as a result of a default of either Seller, Purchaser shall have and be entitled to the right to seek specific performance of this Contract, or to terminate this Contract and demand and receive a refund of the Deposit, which shall be Purchaser’s sole and exclusive remedies.

By Sellers. (i) From and after the Closing Date, the Seller, shall indemnify and hold harmless Buyer and its respective affiliates and its and their respective officers, directors, shareholders, members and legal representatives from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") suffered by such Buyer resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by the Seller herein, in any certificate, or in any other document delivered herewith or otherwise required hereby at the time they were made, (ii) any breach or nonfulfillment of any covenants or agreements made by the Seller herein, and (iii) any misrepresentation made by the Seller, in each case as made herein or in the Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by the Seller pursuant hereto or in connection with the Transaction. (ii) In addition to the above, Seller shall indemnify and hold Buyer harmless from and against any and all Claims of any kind or character arising out of, in connection with, or resulting from Seller's ownership or operation of the Interests for periods prior to the Closing Date. As between Seller and Buyer, Seller shall be responsible for all Claims relating to the drilling, operating, production and sale of Hydrocarbons from the Property and the proper accounting and payment to parties for their interests, and any retroactive payments, refunds, or penalties to any party or entity as such claims relate to periods prior to the Closing Date.

By Sellers. Buyer and Sellers shall collaborate in good faith in the preparation of mutually satisfactory Form(s) 8594 (and Form 8824 to the extent applicable) reflecting the Fair Market Value of the Assets as found by BIA and such other information as is required by the form. Buyer and Sellers shall each file with their respective federal income tax return for the tax year in which any Closing occurs, IRS Form(s) 8594 (and Form 8824 to the extent applicable) containing the information agreed upon by the parties pursuant to the immediately preceding sentence. Buyer agrees to report the purchase of the Assets of the Stations, and Sellers agree to report the sale of such assets for income tax purposes on their respective income tax returns in a manner consistent with the information agreed upon by the parties pursuant to this section and contained in the IRS Form(s) 8594 (and Form 8824 to the extent applicable).

By Sellers. (1) If any of the conditions provided for in Article 6 of this Agreement have not been met and have not been waived in writing by Sellers. In the event of termination and abandonment by any party as above provided in this Article 12, Notice shall forthwith be given to the other party, and each party shall pay its own expenses incident to preparation for the consummation of this Agreement and the transactions contemplated hereunder.

By Sellers. IF, PRIOR TO THE CLOSING, IF ANY SELLER IS IN DEFAULT WITH RESPECT TO, OR BREACHES, OR FAILS TO PERFORM ONE OR MORE OF THE REPRESENTATIONS, COVENANTS, WARRANTIES OR OTHER TERMS OF THIS AGREEMENT, AND SUCH DEFAULT, BREACH OR FAILURE IS NOT CURED OR REMEDIED WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF GIVEN BY BUYER TO SELLERS, BUYER MAY EITHER (A) TERMINATE THIS AGREEMENT, IN WHICH EVENT THE DEPOSIT AND ALL INTEREST EARNED THEREON SHALL BE RETURNED BY THE TITLE COMPANY TO BUYER AND THE PARTIES SHALL BE RELEASED FROM ALL FURTHER OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, OR (B) COMMENCE WITHIN SIXTY (60) DAYS AFTER THE DATE THE CLOSING WAS TO HAVE OCCURRED AND DILIGENTLY PROSECUTE AN ACTION IN THE NATURE OF SPECIFIC PERFORMANCE. IF AN ACTION IN THE NATURE OF SPECIFIC PERFORMANCE IS NOT AN AVAILABLE REMEDY OR IF BUYER ELECTS TO COMMENCE SUCH ACTION AND IS UNSUCCESSFUL, THEN THE DEPOSIT (INCLUDING ALL INTEREST AND INCOME) WILL BE RETURNED TO BUYER AND THE PARTIES RELEASED FROM THEIR OBLIGATIONS UNDER THIS AGREEMENT (EXCEPT THOSE THAT EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT). THE REMEDIES SET FORTH ABOVE SHALL BE BUYER’S SOLE REMEDIES ARISING FROM A DEFAULT, BREACH OR FAILURE TO PERFORM BY SELLERS.