By Buyer Sample Clauses

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. (i) if Pro-Fac, the Company or any of their respective Subsidiaries shall have breached any of their obligations under Section 6.9. (ii) if Pro-Fac or the Pro-Fac Board shall have (1) not recommended, or after such recommendation has been made, withdrawn or modified in any manner adverse to Buyer its approval or recommendation of this Agreement, the Unit Purchase, the Amended and Restated Marketing and Facilitation Agreement and the agreements and transactions contemplated hereby, (2) approved, recommended or endorsed any Acquisition Proposal from a Person other than Buyer or any of its Affiliates, or (3) resolved to do any of the foregoing or publicly announced its intention to do any of the foregoing. (iii) if, prior to the Closing Date, the representations and warranties of Pro-Fac and the Company set forth in this Agreement which are not qualified by "materiality" or "Material Adverse Effect" shall not be true, complete and correct in any material respect, and the representations and warranties that are qualified by "materiality" or "Material Adverse Effect" shall not be true, complete and correct in any respect, at any time, after the date hereof (except for those representations and warranties that address matters only an of a particular date or only with respect to a specific period of time which need only be true, complete and correct as of such date or with respect to such period), or Pro-Fac, the Company or any of their respective Subsidiaries shall have breached or failed to perform or comply in any material respect with any obligation, agreement or covenant required by this Agreement to be performed or complied with by it, and, with respect to any such breach or failure to perform that is reasonably capable of being remedied, the breach or failure to perform is not remedied within 30 days after Buyer has furnished the Company with written notice of such breach or failure to perform. (iv) if, the Bondholder Consent shall not have been obtained (A) on terms and conditions satisfactory to Buyer in its sole and absolute discretion, and/or (B) within 45 days following the mailing of the Solicitation Materials; provided, that the right to terminate this Agreement under this Section 8.1(d)(iv) shall not be available to Buyer if its failure to fulfill its obligations under Section 6.3 has been the cause or resulted in the failure to obtain the Bondholders Consent.

By Buyer. 18 Indemnification of Third‑Party Claims............................................................................ 19 Payment...................................................................................................................... 19

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. At Closing, Buyer shall deliver to Seller the following:

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 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. (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...