By Seller Clause Samples
The "By Seller" clause defines the specific rights, obligations, or actions that are to be performed by the seller under an agreement. Typically, this clause outlines what the seller is responsible for, such as delivering goods, providing services, or ensuring certain warranties are met. For example, it may specify timelines for delivery, quality standards, or the process for addressing defects. The core function of this clause is to clearly allocate responsibilities to the seller, ensuring both parties understand what is expected and reducing the risk of disputes.
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By Seller. Seller agrees to indemnify, defend and save Buyer, its officers, directors, 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 attorney’s fees) (“Indemnified Items”) for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret; provided, however, Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) modifications of the Product by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product; or (c) in the event (a) and (b) are not practical, refunds to Buyer the amortized amounts paid by Buyer with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN.
By Seller. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow (except as noted below):
(a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged;
(b) Two (2) original counterparts of a ▇▇▇▇ of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“▇▇▇▇ of Sale”);
(c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”);
(d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”);
(e) Two (2) original counterparts of the ▇▇▇▇▇▇ Lease, executed by Seller and acknowledged;
(f) Two (2) original counterparts of the ▇▇▇▇▇▇ Lease Memo, executed by Seller and acknowledged;
(g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged;
(h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged;
(i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder;
(j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing;
(k) Two (2) original counterparts of a real estate excise tax affidavit (“▇▇▇▇▇”), duly executed by Seller;
(l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and
(m) One (1) original counterpart of any customary affidavits and other documents as may be reasonably required by the Title Company to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.
By Seller. Regardless of Seller's knowledge of the existence of an Indemnifiable Event (as defined below), Seller shall indemnify, defend, save and hold harmless Buyer, its Affiliates and subsidiaries, and their respective 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 Seller in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine if there had been an inaccuracy or breach of a representation or warranty of the Seller and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (ii) any breach of any covenant or agreement made by Seller in or pursuant to this Agreement; (iii) any Excluded Liability; (iv) any liability imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Assets except to the extent such liability arises out of or results from Buyer's operation of the Business after the Closing Date; (v) any liability arising under any environmental law on account of the conduct of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition (collectively, the "Indemnifiable Events").
By Seller. Seller shall install, own, operate, and maintain all lines, and equipment, exclusive of Company’s meter and meter transformers, on Seller’s side of the point of delivery. Seller will be the owner and have the exclusive control of, and responsibility for, all electricity on Seller’s side of the point of delivery. Seller must conform to the South Carolina Generator Interconnection Procedures, Forms, and Agreements for State-Jurisdictional Interconnections. Seller’s wiring shall be arranged such that all electricity generated for sale can be supplied to one point of delivery and measured by a single meter. Company’s meter may be located on Seller’s side of the point of delivery, and when it is to be so located, Seller must make suitable provisions in Seller’s wiring, at a place suitable to Company, for the convenient installation of the type of meter Company will use. All of ▇▇▇▇▇▇’s conductors installed on Company's side of the meter and not installed in conduit must be readily visible. Seller shall install and maintain devices adequate to protect Seller’s equipment against irregularities on Company’s system, including devices to protect against single-phasing. Seller shall also install and maintain such devices as may be necessary to automatically disconnect Seller’s generating equipment, which is operated in parallel with Company, when service provided by Seller is affected by electrical disturbances on Company’s or Seller’s systems, or at any time when Company’s system is de-energized from its prime source.
By Seller. At Closing, Seller shall deliver to Buyer the following:
(i) Deed. The Deed;
By Seller. On or prior to the Closing Date, Seller will deliver or cause to be delivered to Escrow Holder the following items:
(a) A Grant Deed ("GRANT DEED"), in the form attached to this Agreement as EXHIBIT B, duly executed and acknowledged by Seller and in recordable form, conveying the Property to Buyer.
(b) A Transferor's Certificate of Non-Foreign Status attached to this Agreement as EXHIBIT C ("FIRPTA CERTIFICATE"), duly executed by or on behalf of Seller.
(c) A properly executed California Form RE 590 or other evidence sufficient to establish that Buyer is not required to withhold any portion of the Exchange Value pursuant to Sections 18805 and 26131 of the California Revenue and Taxation Code ("FORM 590").
(d) An Assignment and Assumption of Agreements ("ASSIGNMENT") duly executed by Seller in favor of Buyer in the form attached to this Agreement as EXHIBIT D.
(e) A ▇▇▇▇ of Sale and General Assignment of Intangibles in the form attached to this Agreement as EXHIBIT E ("▇▇▇▇ OF SALE"), duly executed by Seller and conveying all right, title and interest of Seller in the Personal Property and the Intangibles to Buyer.
(f) Such corporate resolutions, certificates of good standing and/or other corporate or partnership documents relating to Seller as are reasonably required by Buyer or Escrow Holder or both in connection with this transaction.
By Seller. Subject to the terms and conditions of this Article IX, Seller covenants and agrees to defend, indemnify and hold harmless Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of:
(i) Any misrepresentation or breach of any warranty of Seller contained in this Agreement; provided that any claim for indemnification by Buyer under this clause (i) may be made no later than 18 months from and after the Closing Date, excepting only that any claim for misrepresentation or breach of warranty under Sections 3.6, 3.10(a), 3.18(a), 3.19 and 3.21 may be made no later than a date thirty days from and after the expiration of the period of the applicable statute of limitations;
(ii) any failure of Seller to perform any covenant or agreement made or contained in this Agreement or fulfill any obligation in respect thereof;
(iii) any Excluded Liabilities;
(iv) any and all Benefit Liabilities in respect of Employees except, with respect to Transferred Employees, to the extent assumed by Buyer pursuant to Article VII; and
(v) any product liability claim with respect to products manufactured by Seller and sold prior to the Closing. Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clauses (i) and (v) above pursuant to this Section unless and until the aggregate amount of all claims against Seller exceeds $270,000 and then only to the extent such aggregate amount exceeds $270,000. Claims thereafter may be asserted regardless of amount. Seller's maximum liability to Buyer Indemnitees under clauses (i) and (v) of this Section shall not exceed $13,750,000.
By Seller. Seller shall indemnify, defend and hold harmless Purchaser from and against any and all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties, and reasonable attorneys’ fees, disbursements and related charges) (collectively, “Losses”) arising out of or otherwise in respect of any inaccuracy in or breach of any representations, warranties, covenants or agreements of Seller contained in this Agreement.
By Seller. From and after the Closing, Seller shall indemnify and hold Buyer harmless from and be liable to Buyer for, any and all damages, liabilities, costs and expenses (collectively “Losses”) sustained by Buyer (including, without limitation, all reasonable legal fees and costs), resulting from or attributable to (a) Seller’s ownership, use, maintenance and operation of the Property prior to the Closing Date and (b) all accounts payable, operating expenses, costs and other charges incurred for periods prior to the Closing Date.
By Seller. (a) Seller represents and warrants to Buyer that:
(i) Seller is a limited liability company duly created and validly existing pursuant to the laws of the State of Delaware and is duly qualified to do business in the jurisdiction in which the Real Property is situated if and to the extent that such qualification is required.
(ii) Subject to receipt of Board Approval, Seller has the capacity and authority to execute this Agreement and perform the obligations of Seller under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by Seller 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 Seller and enforceable against Seller. The person signing this Agreement on behalf of Seller has been duly authorized to sign and deliver this Agreement on behalf of Seller.
(iii) The execution and delivery of this Agreement and performance by Seller will not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, bond, note, resolution, indenture, mortgage, deed of trust or other agreement or instrument to which it is a party and which affects the Real Property.
(iv) Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code.
(v) No consent or approval of any third party (including, without limitation any governmental authority) is or was required in connection with Seller’s execution and delivery of this Agreement or its consummation of the transaction contemplated herein.
(vi) Seller has received no written notice from any governmental authority alleging that the Real Property is in violation of applicable laws, ordinances or regulations, including applicable environmental laws, rules, regulations and orders.
(vii) There are no service contracts or other agreements other than the Leases and the matters shown on the Commitment that shall survive or otherwise bind Buyer or the Real Property following the Closing.
(viii) There are no leases, assignments, subleases, amendments, modifications, agreements or understandings (whether written or oral) with any Tenant or occupant of the Property except as set forth in EXHIBIT C. Except as identified on Schedule 1, all tenant improvements or work to be done, furnished or paid for by Seller or ...