By Seller and Parent Sample Clauses

By Seller and Parent. Subject to the other provisions of this Section 10, from and after the Closing, Seller and Parent shall, jointly and severally, indemnify, defend, and hold harmless Buyer and its Affiliates and their officers, directors, employees, stockholders and agents (each, an “Indemnified Buyer Party”) from and against any liabilities, claims, demands, judgments, losses, costs, damages, or expenses whatsoever (including reasonable attorneys’ fees and disbursements) of every kind, nature, and description (collectively, “Losses”) that such Indemnified Buyer Party may sustain, suffer, or incur and that result from, arise out of, or relate to (a) any breach of any representation or warranty of Seller or Parent contained in this Agreement, (b) any breach of the covenants of Seller or Parent contained in in this Agreement, (c) any Excluded Asset, or (d) any Excluded Liability.
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By Seller and Parent. Subject to Section 6.2(e), Seller and the Parent, jointly and severally, covenant and agree to defend, indemnify and hold harmless the Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (including TBDI) (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse the Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims, but without duplication and only to the extent recognizable for financial statement reporting purposes under GAAP), including out-of pocket expenses and reasonable attorneys' and accountants' 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:
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By Seller and Parent. Seller and Parent shall indemnify Buyer and its Representatives and Affiliates, and hold each of them harmless from and against any and all Damages incurred by any of them in connection with, arising out of, or resulting from (i) any breach of any representation or warranty made by Parent or Seller in this Agreement or any Ancillary Agreement (in each case, as updated pursuant to Section 6.6 as in effect on the Closing Date); or (ii) any failure by Parent or Seller to perform in a timely manner any agreement, covenant or obligation of Parent or Seller pursuant to this Agreement; provided, however, that Damages shall not include, and that Parent and Seller shall not be liable for, any Damages arising out of any condition which resulted in an adjustment reflected in the Final Purchase Price pursuant to Section 2.4 of this Agreement.
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By Seller and Parent. Seller and Parent jointly and severally agree to save, defend and indemnify Buyer and its affiliates against and hold them harmless from any and all claims, liabilities, losses, damages, deficiencies, costs and expenses, of every kind, nature and description, fixed or contingent (including, without limitation, interest, penalties and counsel's fees and expenses) ("Losses"), asserted against, resulting to, imposed upon or incurred by Buyer or any of Buyer's affiliates, officers, directors or agents, directly or indirectly, arising out of (i) any breach of any representation, warranty, covenant or agreement made by Seller or Parent under this Agreement or the Related Agreements, or (ii) any Retained Liability, or (iii) any Environmental Claim (as hereinafter defined).
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Related to By Seller and Parent

  • Seller and Buyer May Affirm or Terminate Without limiting any other right or remedy of the parties including those under this contract or any right at law or in equity, if the Seller or Buyer, as the case may be, fails to comply with an Essential Term, or makes a fundamental breach of an intermediate term, the Seller (in the case of the Buyer’s default) or the Buyer (in the case of the Seller’s default) may affirm or terminate this contract.

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • THE SELLER AND THE MASTER SERVICER Section 6.01 Liability of the Seller and the Master Servicer............... Section 6.02 Merger or Consolidation of the Seller or the Master Servicer.....................................................

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

  • Merger Closing The Merger shall have been consummated.

  • Closing and Closing Documents 7 4.1 Closing....................................................................................... 7 4.2 Seller's Deliveries........................................................................... 7 4.3 Purchaser's Deliveries........................................................................ 8 4.4 Fees and Expenses; Closing Costs.............................................................. 8 4.5 Adjustments................................................................................... 8 ARTICLE V Miscellaneous.................................................................................. 9

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

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