OF THE BUYER. As an inducement to, and to obtain the reliance of the Company in connection with entering into this Agreement, Buyer represents and warrants as follows:
OF THE BUYER. As an inducement to, and to obtain the reliance of the Sellers in connection with the issuance of CBDS Stock, Buyer represents and warrants as follows:
OF THE BUYER. As an inducement to the Seller to enter into this Agreement, the Buyer hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date as follows:
OF THE BUYER. At any time and from time to time after the Closing, at the Seller's reasonable request and without further consideration therefor, the Buyer shall execute and deliver to the Seller such other documents or instruments of assumption, provide such materials and information and take such other actions, as may reasonably be requested in order more effectively to assume from the Seller, or confirm the obligations of the Buyer under, all of the Assumed Liabilities, and otherwise to cause the Buyer to fulfill its obligations under the Transaction Agreements to which it is a party.
OF THE BUYER. The Supplier shall at all times indemnify the Buyer against any award, charge, claim,compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of:
(i) any claim of breach of any express or implied warranty or negligence or strict liability, product liability, or similar theory in connection with the production, design, sale, or use of any of the Products purchased by the Buyer;
(ii) any claims of patent or trademark infringement, or other violation of intellectual property rights, of third persons in connection with the production, design, sale, or use of any of the Products purchased by Buyer under this agreement or the use of the trademarks, trade names, logos, or other intellectual property pertaining to those; and
(iii) all other claims and liabilities of every kind or character arising out of, or related to, the production, design, sale, or use of the Products purchased by the Buyer under this agreement, unless these claims or liabilities result solely from the Buyer's gross negligence or knowing violation of law.
OF THE BUYER. Interactiva declares and warrants to the Committed Seller (a) that is a corporation duly organized and in valid existence and in complete compliance with the laws of its jurisdiction; (b) that it has full power and authority to enter into this Agreement and to consummate the transactions provided for herein, and that it constitutes a legal, valid and binding obligation on the parties, enforceable in accordance with its terms; and (c) that the statements and guarantees provided herein shall remain valid and shall be confirmed on the Acquisition Date upon acquisition of the Shares and payment of the Purchase Price by Interactiva.
OF THE BUYER. In connection with the Buyer's purchase of the Purchased Assets from the Sellers, the Buyer hereby makes all of the representations and warranties to the Sellers and the Shareholders as shown in EXHIBIT B hereto.
OF THE BUYER. Buyer is a United States person for purposes of the United States Internal Revenue Code of 1986, as amended, and is not acting as an agent or intermediary for a foreign Person.
OF THE BUYER. In the event of delay under this Agreement caused by the Buyer, subject to proof by the Contractor, the Buyer shall be responsible for any cost, direct loss or damage arising from such delay. The remedy of such loss or damage shall not relieve the Buyer from any other liabilities arising from other provisions of this Agreement.
OF THE BUYER. The representations and warranties of the Buyer contained in Article IV herein shall survive the Closing and shall remain in full force and effect for the benefit of the Seller until March 31, 2000.
