Buyer and. Seller acknowledge and agree that neither of them shall cause this Agreement, or any memorandum thereof, to be recorded.
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. 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. 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. Sellers acknowledge that Xxxxxx Xxxxx Company is subject to pending California Proposition 8 property tax appeals that relate to property tax for the years 2006, 2007, 2008, 2009, 2010, 2011 and 2012 and further acknowledge that the resolution of the issues pursuant to such property tax appeals could give rise to property tax refunds or to additional tax payments. Buyer and Sellers agree that any such property tax refunds or tax payments related to any Pre-Closing Date Taxable Period are the sole entitlement or obligation of the Sellers to the extent of Sellers’ ownership percentage in the Xxxxxx Xxxxx Company as of the Closing Date. To the extent that the resolution of an issue results in a property tax refund or a tax payment, Buyer and Sellers will settle the amount within thirty (30) days of the date of the issuance of the refund check, or within thirty (30) days of the date the tax payment becomes due.
Buyer and. Sellers together may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect. In the event of such termination, Buyer and Sellers shall before the date of such termination jointly appoint a successor Escrow Agent, and the Escrow Agent shall deliver the remaining Escrow Funds to such successor Escrow Agent.
Buyer and the Buyer’s successor and assigns hereby jointly and severally indemnify and hold the Seller and its affiliates and their respective officers, employees, consultants, appraisers, attorneys and agents ("Indemnified Parties"), harmless from and against any and all (except those caused by Seller’s gross negligence or willful misconduct) liabilities, claims, actions or causes of action, assessments, losses, fines, penalties, costs, losses, damages and expenses, including attorney’s fees (including, without limitation, contingency or similar fee arrangements) and expert witness fees, sustained or incurred by Indemnified Parties as a result of, or arising out of, or by virtue of: (a) the debt relationship evidenced by the Loan Documents; (b) the inaccuracy of any representation or warranty made by the Buyer to the Seller herein; (c) a breach by the Buyer of any covenant of this Agreement to be performed by the Buyer; (d) any and all liabilities arising out of any claim based upon breach of contract or the tortious or unlawful acts or omissions of the Buyer in regard to the Loans; or (e) any and all liabilities arising out of any claim made by any person, organization or association against the Seller with respect to the Loans. The Seller may, in its sole discretion, defend any such claim or cause of action brought or asserted against the Seller arising out of any of the foregoing set forth in subsections (a)-(e) of this Section at the expense of the Buyer, with counsel designated by Seller and to the exclusion of the Buyer. Alternatively, the Seller may call upon the Buyer to defend any such action at the Buyer’s sole cost and expense. The Seller may, in the Seller’s reasonable sole and exclusive discretion, adjust, settle, or compromise any such Claim or cause of action made upon or brought against the Seller, and the Buyer shall indemnify the Seller for any such amounts adjusted, settled or compromised, as well as all costs and expenses, including attorneys’ fees, (including without limitation, contingency or similar fee arrangements) incurred in connection therewith. The Buyer acknowledges and agrees that the Buyer’s liability and obligations hereunder are unconditional, unlimited and shall continue in full force and effect at all times hereafter, including, without limitation, following any subsequent assignment by the Buyer of the Loan Documents, or any of them, unless specifically terminated in writing by a duly authorized officer of the Seller. Loan Sale ...
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.
Buyer and. Sellers acknowledge that all information furnished to or obtained by Buyer or Buyer Representatives pursuant to this Section 6.2 shall be subject to the provisions of the Confidentiality Agreement and shall be treated as "Proprietary Information" (as defined in Section 1.1).
Buyer and. Paying Agent acknowledge and agree that Custodian (i) shall be obligated only for the performance of such duties as are specifically set forth in this Custodian Agreement; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with indemnification reasonably acceptable to it ; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof; and (iv) may consult counsel
