By Each Seller. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall deliver (or cause to be delivered) to Buyer (i) a release substantially in the form attached hereto as Exhibit D, and (ii) the stock certificates representing ownership of such Seller’s Company Equity Interests, duly endorsed in blank by the record holder thereof or accompanied by duly executed stock power(s) endorsed in blank by the record holder thereof. Delivery of such stock certificates will be deemed to be a certification to Buyer, solely on behalf of such Seller, that the conditions set forth in Sections 6.2(b) and 6.2(d) (as they relate to the representations and warranties of such Seller and compliance with the covenants of such Seller) have been satisfied.
By Each Seller. (i) Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall deliver (or cause to be delivered) to the Paying Agent the share certificates representing ownership of such Seller’s Company Shares, accompanied by duly executed transfers of the Company Shares in favor of Buyer together with duly executed powers of attorney in the form attached as Exhibit B hereto in respect of the exercise and enjoyment of all rights attaching to the relevant Company Shares of that Seller pending the registration of their transfer to Buyer and a fully and properly completed tax withholding forms in the form attached as Exhibit C hereto. Delivery of such share certificates pursuant to the foregoing sentence will be deemed to be a certification to Parent and Buyer, solely on behalf of such Seller, that the conditions set forth in Section 7.2(b) and 7.2(d) (as they relate to the warranties of such Seller and compliance with the covenants of such Seller) have been satisfied.
By Each Seller. Each Seller, severally and not jointly, agrees to indemnify the Buyer (including the Corporation and all Subsidiaries), its of ficers, directors, employees, agents and representatives against, and agree to hold each of them harmless from, any and all Losses incurred or suffered by them relating to or arising out of or in connection with any of the following:
By Each Seller. Each Seller (an “Seller Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless Purchaser, its respective Affiliates and their respective members, managers, officers, directors, trustees, agents and employees (collectively, “Purchaser Indemnified Parties”), from and against any claims, loss, cost, liability, damage or expense (including, without limitation, reasonable and documented attorney’s fees and expenses) (“Indemnified Amounts”) that arise out of or relate to (A) any breach by any Seller Indemnifying Party of its express representations, warranties, covenants or other responsibilities set forth in this Agreement or (B) any willful misconduct or gross negligence by any Seller Indemnifying Party or any of its officers, directors, agents, employees, representatives or assignees with respect to the Purchased Receivables; provided that that a Seller shall not be liable pursuant to this indemnity for any Indemnified Amounts (A) arising due to the deterioration in the credit quality or market value of the Purchased Receivables to the extent that such credit quality or market value was not misrepresented in any material respect by such Seller or any of its Affiliates, (B) arising from the failure of any Account Obligor to pay amounts due and owing under any Purchased Receivables unless such failure resulted from the material breach of any covenant of or a misrepresentation by such Seller hereunder or from such Seller’s or its Affiliates’ fraud, gross negligence or willful misconduct, or (C) to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such Indemnified Amount resulted from (i) the fraud, gross negligence or willful misconduct of such Purchaser Indemnified Party or (ii) a material breach of any Loan Document by such Purchaser Indemnified Party. (ii) By Purchaser. Purchaser (the “Purchaser Indemnifying Party” and, together with each Seller Indemnifying Party, the “Indemnifying Parties” and each, individually, an “Indemnifying Party”) shall indemnify and hold harmless any Seller, its Affiliates and its members, managers, officers, directors, agents and employees (collectively, “Seller Indemnified Parties” and, together with the Purchaser Indemnified Parties, the “Indemnified Parties” and each, individually, an “Indemnified Party”), from and against any claims, loss, cost, liability, damage or expense (including, without limitation, reasonable attorn...
By Each Seller. Subject to the terms and conditions of this Agreement, at the Closing, each Seller delivered to Buyer:
By Each Seller. Each Seller shall deliver, or cause to be delivered, to Purchaser (or, in the case of clause (iii) below, to the Company) at the Closing:
