Buyer and Sample Clauses

Buyer and. Seller acknowledge and agree that neither of them shall cause this Agreement, or any memorandum thereof, to be recorded.
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Buyer and. Stockholders shall each pay to the Escrow ------------ Agent one-half the fee determined by the Escrow Agent, from time to time, to be applicable to this escrow and bear all costs and expenses incurred by the Escrow Agent in connection therewith. The Escrow Agent's fees, as in effect on the date hereof, are attached hereto as Schedule A. ----------
Buyer and. Ericsson Companies shall obtain and retain full and complete ownership to any Buyer Design, Buyer Documentation as well as all Intellectual Property Rights incorporated therein. Seller shall always assist and issue necessary documents in order to secure such ownership.
Buyer and. KM Interstate shall have entered into an operating lease for the assets subject to the Asset Purchase Agreement dated as of the date hereof between Xxxxxx Xxxxxx Interstate and the Buyer ("KM LLC Agreement"), in form and substance reasonably satisfactory to Buyer and KMI.
Buyer and. SELLER CONDITIONS. The undersigned Seller affirms that the above information about the Vehicle is accurate to the best of their knowledge. The undersigned Xxxxx accepts receipt of this document and understands that the above vehicle is sold on an “as is, where is” condition with no guarantees or warranties, either expressed or implied. 6. AUTHORIZATION.
Buyer and. COMPANY EACH AGREES TO INDEMNIFY AND HOLD ESCROW HOLDER HARMLESS FROM ANY CLAIM BY THE OTHER ARISING OUT OF ANY DISTRIBUTIONS MADE BY ESCROW HOLDER IN ACCORDANCE WITH AND PURSUANT TO THE PROVISIONS OF THIS SECTION.
Buyer and. Merger Sub agree that all rights to indemnification existing in favor of the present or former directors, officers, employees, fiduciaries and agents of the Company or any of the Company Subsidiaries (collectively, the "Indemnified Parties") as provided in the Company's Articles of Incorporation or Bylaws or the Certificate or Articles of Incorporation, Bylaws or similar organizational documents of any of the Company Subsidiaries as in effect as of the date hereof or pursuant to the terms of any indemnification agreements entered into between the Company and any of the Indemnified Parties with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect (without modification or amendment, except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification), to the fullest extent and for the maximum term permitted by law, and shall be enforceable by the Indemnified Parties against the Surviving Corporation.
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Buyer and. Key Seller will keep each other apprised in a prompt manner of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and other governmental or regulatory entities and will comply promptly with any such inquiry or request.
Buyer and. [Holder] hereby severally agree to indemnify Escrow Agent for, and hold it harmless against, any and all claims, suits, actions, proceedings, investigations, judgments, deficiencies, damages, settlements, liabilities and expenses (including reasonable legal fees and expenses of attorneys chosen by Escrow Agent) as and when incurred, arising out of or based upon any act, omission, alleged act or alleged omission by Escrow Agent or any other cause, in any case in connection with the acceptance of, or performance or non-performance by Escrow Agent of, any of Escrow Agent’s duties under this Escrow Agreement, except as a result of Escrow Agent’s willful misconduct, gross negligence, bad faith or willful breach of this Escrow Agreement. The parties shall severally allocate the responsibility for the indemnity obligations contained in this Section 7.4 in the same manner as the responsibility for fees and expenses are allocated in Section 7.3. The foregoing indemnity shall survive the termination of this Escrow Agreement. Except in cases of Escrow Agent’s willful misconduct, gross negligence, bad faith or willful breach of this Escrow Agreement, Escrow Agent shall be fully protected by acting in reliance upon any certificate, statement, request, notice, advice, direction or other agreement or instrument or signature believed by Escrow Agent to be genuine, by assuming that any Person (as defined in Section 16.4) purporting to give Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Escrow Agreement or Escrow Agent’s duties hereunder, has been duly authorized to do so, or by acting or failing to act in good faith on the advice of any counsel retained by Escrow Agent. Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission, except as a result of its willful misconduct, gross negligence, bad faith or willful breach of this Escrow Agreement.
Buyer and. Merger Sub are not a party to or bound by any union or collective bargaining Contract. 4.12.3 Since January 1, 2001, Buyer and Merger Sub have not experienced any labor problem that was or is material to it. 4.13
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