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. 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. The Seller shall deliver to the Buyer at the Closing or, if so indicated, on the Effective Date, each of the following documents:
(a) this Agreement, duly executed by Seller;
(b) a B▇▇▇ of Sale in the form attached hereto as Exhibit B, duly executed by Seller;
(c) an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Assumed Liabilities contemplated by Section 1.3 hereof in the form attached hereto as Exhibit D (the "Assignment and Assumption Agreement");
(d) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2;
(e) the Records, on the Effective Date;
(f) copies of the general ledgers and books of account of the Seller pertaining to the Purchased Assets for the period September 30, 2004, to the Effective Date, on the Effective Date.
(g) cross receipt executed by the Seller, in the form of Exhibit F ("Cross Receipt");
(h) a certificate executed by the President of the Seller that all representations and warranties made herein by Seller are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing;
(i) a certificate from the secretary of the Seller authorizing the sale of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller;
(j) A UCC-3 partial release, authorized by Seller’s Lender, Capital, relative to the Purchased Assets only;
(k) such certificates or other documents as may be reasonably requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of Delaware, and certificates of the Officers of the Seller with respect to minutes, resolutions, by-laws and any other relevant matters concerning the Seller in connection with the transactions contemplated by this Agreement.
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. For the purpose of inducing Buyer to enter into this Agreement, Seller hereby makes the following representations and warranties to Seller (each and all of which are true and correct as of the Effective Date and shall continue to be true and correct at all times during the term of this Agreement)
A. that: (i) Seller is the sole owner of the exclusive manufacturing rights of the Product, free from any lien, claim or encumbrance; and (ii) the Trade Secrets, the Product Technology, Product use or any other rights do not unlawfully infringe on the intellectual property rights of any Person or entity; and (iii) the execution, delivery and performance of this Agreement does not and will not breach any law or regulation, any judgment or order, or any agreement or arrangement binding on or applicable to Seller; and (iv) the execution of this Agreement does not conflict with and will not result in a default under or breach of: (a) Seller Articles of Incorporation, by-laws or other organizational documents; (b) any agreement, indenture, mortgage, contract or instrument to which Seller is bound by or to which its assets are subject; (c) any order, writ, injunction, decree or judgment of any Court or governmental agency to which Seller or any of its assets are bound; or (d) any law or regulation applicable to the Product, the operations of Seller or by which any of Seller assets are bound; and (vi) the Product does not contain any carcinogens, heavy metals, aldehydes or solvents and will meet all state and federal laws relating to VOC emissions; and (vii) based upon collected field data, live testing and third party controlled test data, all of which has been supplied to the Buyer, Seller reasonably believes the Product to be effective by providing improved fire resistance to wood based materials when properly treated with the Product, in accordance with published data by Seller and each shipment of the Product to Buyer will conform to the current specifications for the Product on the date of this Agreement. Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada and (i) has the right and power to enter into, and perform its obligations under this Agreement and (ii) has taken all requisite action to authorize the execution, delivery and performance of this Agreement and each such other agreement delivered in connection herewith to which it is a Party.
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. For the purpose of inducing Buyer to enter into this Agreement, Seller hereby makes the following representations and warranties to Buyer (each and all of which are true and correct as of the Effective Date and shall continue to be true and correct at all times during the term of this Agreement) (A) that: (i) Seller is the sole owner of the exclusive manufacturing, sales, marketing and distributing rights of the Product, free from any lien, claim or encumbrance within North America; and (ii) the Trade Secrets, the Product Technology, Product use or any other rights do not unlawfully infringe on the intellectual property rights of any Person or entity; and (iii) the execution, delivery and performance of this Agreement does not and will not breach any law or regulation, any judgment or order, or any agreement or arrangement binding on or applicable to Seller; and (iv) the execution of this Agreement does not conflict with and will not result in a default under or breach of: (a) Seller Articles of Incorporation, by-laws or other organizational documents; (b) any agreement, indenture, mortgage, contract or instrument to which Seller is bound by or to which its assets are subject; (c) any order, writ, injunction, decree or judgment of any Court or governmental agency to which Seller or any of its assets are bound; or (d) any law or regulation applicable to the Product, the operations of Seller or by which any of Sellers assets are bound; and (v) the Product does not contain any carcinogens, heavy metals, aldehydes or solvents and will meet all state and federal laws relating to VOC emissions; and (vi) based upon collected field data, live testing and third party controlled test data, all of which has been supplied to the Buyer, and Buyers own testing of Product, Seller reasonably believes the Product to be effective by providing improved fire resistance to wood based materials when properly treated with the Product, in accordance with published data by Seller; and (vii) each shipment of the Product to Buyer will conform to the current specifications for the Product on the date of this Agreement; and (viii) Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada and Delaware.
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.