By Buyer Sample Clauses
The "By Buyer" clause outlines the specific rights, obligations, or actions that are to be performed by the buyer under the agreement. Typically, this clause details the buyer's responsibilities, such as making payments, providing necessary information, or fulfilling certain conditions precedent to the seller's obligations. By clearly delineating what is expected from the buyer, this clause helps ensure both parties understand their roles and reduces the risk of disputes arising from unmet obligations.
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By Buyer. In the event the Closing has occurred, except as otherwise expressly set forth in this Agreement, Buyer hereby agrees to indemnify and hold harmless Seller and its successors or assigns from and against any and all actual (but not consequential) liabilities, claims, actions, suits, proceedings, damages, costs and expenses (including, without limitation, reasonable attorney’s fees, expenses and court costs) arising from or relating to:
(a) Buyer’s actions or the obligations of Buyer related to the Property accruing from and after the Closing;
(b) Buyer’s operation of the Hotel on and after the Closing Date;
(c) the breach or inaccuracy of any warranty or representation by the Buyer herein or any misstatement of a fact or facts herein made by the Buyer;
(d) the failure by the Buyer to state or disclose a material fact herein necessary in order to make the facts herein stated or disclosed not misleading;
(e) any failure of the Buyer to perform or observe any term, provision, covenant or condition hereunder to be performed or observed; or
(f) any act performed, transaction entered into, or state of facts suffered to exist by the Buyer in violation of the terms of this Agreement Notwithstanding the foregoing, Buyer shall not be required to indemnify the Seller where this Agreement provides otherwise. In addition, and notwithstanding any other provision to the contrary contained herein (except for the indemnity provided by Buyer in Section 3.1 which shall have no limitation), Buyer’s maximum aggregate liability for any matter under this Agreement shall be limited to $300,000, except for the following exception. Notwithstanding the $300,000 maximum Buyer aggregate liability limitation, in the event Buyer receives insurance proceeds relating to any claim by Seller that exceeds $300,000 hereunder and Buyer’s insurance proceeds exceed $300,000 for such claim, Buyer shall, in addition to agreeing to the delivery of $300,000 under the Escrow Agreement, remit the excess of the $300,000 in insurance proceeds actually received by Buyer (net of any deductible) to the Seller.
By Buyer. At Closing, Buyer shall deliver to Seller the following:
By Buyer. Subject to the terms and conditions of this Section 7, Buyer hereby agrees to indemnify, defend and hold harmless the Seller and Shareholder and their directors, officers, employees and Affiliates from and against all Claims asserted against, resulting to, imposed upon or incurred by any such person, directly or indirectly, by reason of or resulting from (a) the inaccuracy or breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material"); (b) the breach of any covenant of Buyer contained in this Agreement (regardless of whether such breach is deemed "material").
By Buyer. 18 Indemnification of Third‑Party Claims............................................................................ 19 Payment...................................................................................................................... 19
By Buyer if any of the conditions provided for in Section 4.1 hereof shall not have been met or waived in writing by Buyer at or prior to Closing; or
By Buyer. Buyer shall indemnify and save and hold harmless Seller and its affiliates from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty made by Buyer in or pursuant to this Agreement, (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement, or (iii) any liability arising from the operation of the Theaters on or after the Closing Date.
By Buyer. On or prior to the Closing Date, Buyer will deliver or cause to be delivered to Escrow Holder the following items:
(a) Such corporate resolutions, certificates of good standing and/or other corporate or partnership documents relating to Buyer as are reasonably required by Seller or Escrow Holder or both in connection with this transaction.
(b) Amounts due to pay costs and expenses as set forth in Section 12 hereof.
By Buyer. From and after the Closing, Buyer shall indemnify and hold Seller harmless from and be liable to Seller for, any and all damages, liabilities, costs and expenses (collectively “Losses”) sustained by Seller (including, without limitation, all reasonable legal fees and costs), resulting from or attributable to (a) Buyer’s ownership, use, maintenance and operation of the Property on and after the Closing Date and (b) all accounts payable, operating expenses, costs and other charges incurred for periods on and after the Closing Date.
By Buyer. Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written approval.
By Buyer. (a) Buyer represents and warrants to Seller as of the Effective Date that:
(i) Buyer is duly created and validly existing pursuant to the laws of the jurisdiction of its organization and is duly qualified to do business in the jurisdiction in which the Property is situated if and to the extent that such qualification is required.
(ii) Buyer has the capacity and authority to execute this Agreement and perform the obligations of Buyer under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by ▇▇▇▇▇ has been taken, and such action has not been rescinded or modified. Upon the execution of this Agreement, this Agreement will be legally binding upon Buyer and enforceable against Buyer. The person signing this Agreement on behalf of Buyer has been duly authorized to sign and deliver this Agreement on behalf of Buyer.
(iii) Buyer is not subject to any judgment or decree of a court of competent jurisdiction or governmental agency that would limit or restrict Buyer’s right to enter into and carry out this Agreement.
(iv) Neither the execution of this Agreement nor the consummation of the transactions contemplated herein by ▇▇▇▇▇ will constitute a breach under any contract or agreement to which Buyer is a party or by which Buyer is bound or affected.
(v) No consent or approval of any third party (including, without limitation any governmental authority) is or was required in connection with ▇▇▇▇▇’s execution and delivery of this Agreement or its consummation of the transaction contemplated herein.
(vi) None of the funds to be used for payment by Buyer of the Purchase Price will be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property Seizure), Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001, or the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the "USA Patriot Act").
(vii) Buyer is not, and will not become, a person or entity with whom U.S. persons are restricted from doing business with under the regulations of the OFAC (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or...