Buyer and Seller Covenants and Indemnity Sample Clauses

Buyer and Seller Covenants and Indemnity. Except as otherwise provided herein, Buyer agrees that it will pay when due, or shall cause the Acquired Company to pay when due, all Taxes that become due and payable after the Closing Date and to indemnify and hold Seller and its Affiliates harmless from and against any liability for any such Taxes, including any Losses associated therewith. In addition, Buyer agrees that neither Buyer nor the Acquired Company or any of Buyer’s Affiliates shall take any action, nor refrain from taking any action, to the extent that such action (or inaction) shall have the effect of causing Seller (or any entity that is controlled directly or indirectly by Seller) to become liable for the payment of any Taxes that it would not have been liable for in the absence of any such action or inaction. Except as otherwise provided herein, Seller agrees that it will pay when due all Taxes that become due and payable with respect to Taxable Periods ending on or prior to the Closing Date and to indemnify and hold Buyer and its Affiliates harmless from and against any liability for any such Taxes. Seller agrees that neither Seller nor any of Seller’s Affiliates (other than the Acquired Company) shall after the Closing Date take any action, nor refrain from taking any action (other than exercising any of Seller’s rights under this Agreement including, but not limited to, preparing any Tax Returns), to the extent that such action (or inaction) shall have the effect of causing Buyer (or any entity that is controlled directly or indirectly by Buyer) to become liable for the payment of any Taxes that it would not have been liable for in the absence of any such action or inaction.
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Related to Buyer and Seller Covenants and Indemnity

  • Post-Closing Covenants and Agreements Buyer and Seller covenant and agree from and after the Closing Date to perform or take the following actions:

  • Pre-Closing Covenants and Agreements The parties hereto covenant and agree to perform or take any and all such actions to effectuate the following from the date hereof until the earlier of the Closing Date or the termination of this Agreement:

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2.

  • Representations, Warranties, and Covenants of the Seller and the Master Servicer (a) IndyMac, in its capacities as Seller and Master Servicer, makes the representations and warranties in Schedule II, and by this reference incorporated in this Agreement, to the Depositor and the Trustee, as of the Closing Date.

  • Seller’s Covenants Seller hereby covenants and agrees with HARC as follows:

  • Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

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