By Parent and Buyer Sample Clauses

By Parent and Buyer. Parent and Buyer jointly and severally agree to indemnify and hold Seller and its officers, directors, employees, agents and affiliates (the “Seller Indemnified Parties”), harmless against all Losses (other than Losses sustained by Seller due to payments made by Seller pursuant to Section 7.2(a) hereof) incurred or sustained by the Seller Indemnified Parties, or any of them, directly or indirectly, as a result or arising out of (i) any breach or inaccuracy of a representation or warranty of Parent or Buyer contained in this Agreement or in any certificate delivered pursuant to this Agreement (it being understood that for purposes of determining the accuracy of such representations and warranties under this Section 7.2, such determination shall be made without giving effect to any materiality or Material Adverse Effect qualifications contained in such representations and warranties), (ii) any failure by Parent or Buyer to perform or comply with any covenant given or made by it contained in this Agreement, or (iii) any Assumed Liabilities. The Buyer Indemnified Parties and the Seller Indemnified Parties are sometimes generically referred to herein as “Indemnified Parties.”
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By Parent and Buyer. Parent and Buyer shall indemnify and save ------------------- and hold harmless Sellers, their Affiliates and their Representatives 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, or the inaccuracy of any representation or warranty, made by Parent or Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Parent or Buyer in or pursuant to this Agreement, and (iii) any liability arising after March 1, 1997 arising out of or related to the Buyer's ownership or operation of the Company.
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By Parent and Buyer. Subject to the provisions of this Section 8.2, Parent and Buyer shall indemnify, defend and save and hold harmless Seller, its Affiliates, and its respective stockholders, members, partners, officers, directors and employees (the “Seller Indemnified Parties”) from and against any and all Losses, whether or not involving any third party claims, arising out of, resulting from or relating to (i) any breach on the date hereof of any representation or warranty of Parent and/or Buyer contained in Article 5 hereof or set forth in an officer’s certificate delivered by Parent and Buyer pursuant to Article 7 hereof, (ii) any breach of any covenants or agreements of Parent and/or Buyer contained herein, or (iii) from and after the Closing, any Assumed Liabilities.
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By Parent and Buyer. Parent and Buyer shall jointly and severally ------------------- indemnify and save and hold harmless Sellers, their Affiliates and their Representatives 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, or the inaccuracy of any representation or warranty, made by Parent or Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Parent or Buyer in or pursuant to this Agreement and (iii) the operations of the Company's business on and after the Closing Date.
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By Parent and Buyer. Parent and Buyer shall indemnify and ------------------- save and hold harmless Seller, his Affiliates and his Representatives 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, or the inaccuracy of any representation or warranty, made by Parent or Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Parent or Buyer in or pursuant to this Agreement; or (iii) any obligations or liabilities of the Company or Metroquip or Buyer arising from actions occurring from and after the Closing Date.
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By Parent and Buyer. Subject to sections 4.3.3, 4.3.4 and 4.3.5, Parent and Buyer, jointly and severally, agree to indemnify and defend Sellers and the Companies’ directors, officers, affiliates, employees and agents and to hold them harmless from and against any and all claims, liabilities, damages and expenses (including, without limitation, the reasonable fees and expenses of attorneys and expert witnesses, the costs of investigation and court costs) (collectively, “Losses”) suffered or incurred by them, when and as suffered or incurred, whether or not any of such claims, liabilities, damages or expenses are suffered or incurred in connection with the ownership, operation, use, sale or possession of any of the Assets, (a) in connection with the Assigned Contracts and arising after the Closing Date, or (b) directly or indirectly in connection with or arising from any breach of any covenant, agreement, representation or warranty by Parent or Buyer hereunder, including the failure to pay or perform the Assumed Liabilities.
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By Parent and Buyer. Parent and Buyer shall indemnify, defend ------------------- and save and hold harmless Sellers, their Affiliates and their Representatives 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, or the inaccuracy of any representation or warranty, made by Parent or Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Parent or Buyer in or pursuant to this Agreement.
Sample 1
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By Parent and Buyer. Subject to the provisions of this Section 8.2, from and after the Closing, Parent and Buyer shall jointly and severally indemnify, defend and save and hold harmless Seller and its Affiliates, shareholders, members, partners, officers, directors, employees and other Representatives (collectively, the “Seller Indemnified Parties”), from and against any and all Losses, whether or not involving any third-party claims, arising out of, resulting from, relating to, incurred in connection with or incident to (i) any breach of any representation or warranty of Parent and Buyer contained in Article 5 hereof, (ii) any breach of any covenant or agreement of Parent or Buyer contained herein, including under Section 2.5 and/or Section 6.7 hereof, (iii) any Assumed Liabilities, and (iv) any Liabilities or express obligations of Parent or Buyer arising under arrangements made by the parties with respect to Non-Assignable Rights or otherwise pursuant to Section 2.1(b) so long as Seller is not in breach of its obligations thereunder.
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Related to By Parent and Buyer

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • By Parent Parent and Merger Sub shall give prompt notice to the Company of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

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