Seller and Shareholders as the case may be, shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof:
Seller and Shareholders as the case may be, shall deliver to Buyer for the transfer, filing or recording thereof:
Seller and Shareholders agree with Buyer, and Buyer agrees with Seller and each of Shareholders to the following covenants, each of which shall survive the Closing pursuant to their terms:
Seller and Shareholders. Seller and Shareholder represent and warrant, jointly and severally, to Buyer, as follows:
Seller and Shareholders jointly and severally, hereby agree to indemnify, reimburse, defend and hold harmless Buyer, its officers, directors, employees, successors and assigns from and against all demands, claims, civil or criminal actions or causes of action, liens, assessments, civil or criminal penalties or fines, losses, damages, liabilities, obligations, costs, disbursements, expenses or fees of any kind or of any nature (including, without limitation, cleanup costs, attorneys', legal assistants', consultants' or experts' fees and disbursements and costs of litigation) which may at any time be imposed upon, incurred by or awarded against Buyer, related to or resulting from: (1) the breach of any representation or warranty under this Agreement; (2) pursuant to or in connection with the application of any Environmental Law, to the acts or omissions of Seller environmental damage or personal injury alleged to have been caused, in whole or in part, by the manufacture, processing, distribution, use, handling, transportation, treatment, storage, or disposal of any Hazardous Materials; or (3) the presence, whether past or present of any Hazardous Materials placed by Seller, in or about the office.
Seller and Shareholders. Seller has prepared and delivered to Buyer a disclosure memorandum (the "SELLER DISCLOSURE MEMORANDUM") setting forth any and all exceptions to the representations and warranties of Seller and the Shareholders contained in this Agreement. Subject to the exceptions and qualifications set forth in Seller Disclosure Memorandum, Seller and the Shareholders, jointly and severally, hereby represent and warrant to Buyer as follows:
Seller and Shareholders. Seller and Shareholders will purchase at or prior to Closing a tail policy in form and substance reasonably satisfactory to Purchaser insuring against errors and omissions with the minimum policy limits of Two Million Dollars ($2,000,000.00) for each occurrence and Four Million Dollars ($4,000,000.00) in the aggregate. The insurance will be on a “claims made” basis for a period extending a minimum of three (3) years following the Closing.
Seller and Shareholders expressly acknowledge that the Rollover Business involves trade secrets, confidential and proprietary information and personal relationships with customers, and that the success of the Rollover Business is due in large part to the exclusive retention of such trade secrets, confidential and proprietary information and the undisturbed continuation of such personal relationships with customers.
Seller and Shareholders acquisition of the Buyer Shares will be solely for their own account for investment, and they are not acquiring the Buyer Shares for the account of any other person or with a view toward resale, assignment, fractionalization, or distribution thereof;
Seller and Shareholders have full power and authority to enter into this Agreement, and this Agreement constitutes a valid and legally binding obligation of Seller and the Shareholders, enforceable in accordance with its terms.
