By Sellers Sample Clauses
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By Sellers. In connection with a registration of Restricted Stock under the Securities Act pursuant to Section 4 or 5, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless, to the extent permitted by law, the Company and each person who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, and each director of the Company, from and against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made or omitted in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by or on behalf of such seller for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an unde...
By Sellers. At the Closing, Parent will deliver or cause to be delivered to Purchaser:
(i) if the Purchased Equity Interests are certificated, certificates representing the Purchased Equity Interests, duly endorsed in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed in blank;
(ii) bills of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), duly executed by Parent or the applicable Seller;
(iii) the transition services agreement, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller;
(iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller;
(v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller;
(vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing;
(vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code;
(viii) a certificate, in form and substance reasonably acceptable to the Parties, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) of the Code);
(ix) the Excluded Transfer Documents, duly executed by Parent or the applicable Seller; and
(x) such other customary closing documents and instruments as required by this Agreement.
By Sellers. If the sale contemplated by this Contract is not completed as a result of a default of either Seller, Purchaser shall have and be entitled to the right to seek specific performance of this Contract, or to terminate this Contract and demand and receive a refund of the Deposit, which shall be Purchaser’s sole and exclusive remedies.
By Sellers. From and after the Closing, each Seller shall jointly and severally indemnify the Company and each Buyer and their directors, officers, employees, shareholders, agents and Affiliates (the "Buyer Group"), without duplication, against, and hold each of them harmless from, any and all losses, liabilities, damages, fines, penalties, fees, assessments, costs and expenses (including reasonable attorneys' fees and expenses) (collectively, the "Damages") paid, suffered or incurred by any member of the Buyer Group as a result of or arising from the following:
(a) Any breach of any representation and warranty made jointly and severally in this Agreement by a member of the Selling Group or made individually by such Selling Group Member;
(b) Any of the Excluded Liabilities;
(c) Any breach of any covenant made by a member of the Selling Group in this Agreement; and
(d) Any item disclosed on Schedules 2.4 or 2.8 of the Disclosure Schedule. No member of the Selling Group shall have any right to contribution from the Company, or any other right to recover from, to offset, or to share any Obligation with the Company with respect to any Liability arising under this Section 4.1. Notwithstanding the foregoing, the Indemnifying Party shall be liable only for the amount of any Damages which is net of any insurance proceeds paid to the Indemnified Party with respect thereto or the accrual of any tax benefits readily determinable to be available to the Indemnifying Party; provided that the Indemnified Party may elect to notify the Indemnifying Parties of the estimated cost to be incurred in determining the amount of any Tax accrual, and the Indemnifying Parties may elect to pay such costs as a condition to obtaining the benefit of the reduction in Damages due to the Tax accrual or elect not to pay such costs and obtain any reduction in Damages due to the Tax accrual.
By Sellers. (i) From and after the Closing Date, the Seller, shall indemnify and hold harmless Buyer and its respective affiliates and its and their respective officers, directors, shareholders, members and legal representatives from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") suffered by such Buyer resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by the Seller herein, in any certificate, or in any other document delivered herewith or otherwise required hereby at the time they were made, (ii) any breach or nonfulfillment of any covenants or agreements made by the Seller herein, and (iii) any misrepresentation made by the Seller, in each case as made herein or in the Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by the Seller pursuant hereto or in connection with the Transaction.
(ii) In addition to the above, Seller shall indemnify and hold Buyer harmless from and against any and all Claims of any kind or character arising out of, in connection with, or resulting from Seller's ownership or operation of the Interests for periods prior to the Closing Date. As between Seller and Buyer, Seller shall be responsible for all Claims relating to the drilling, operating, production and sale of Hydrocarbons from the Property and the proper accounting and payment to parties for their interests, and any retroactive payments, refunds, or penalties to any party or entity as such claims relate to periods prior to the Closing Date.
By Sellers. Subject to Sections 11.01 and 11.03, Sellers shall jointly and severally indemnify, reimburse, defend and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, agents, successors and assigns (the “Sellers Indemnified Parties”) from and against any and all costs, losses, Liabilities, damages, lawsuits, deficiencies, claims, fines, penalties, interest and expenses (including reasonable fees and disbursements of attorneys) (collectively, the “Damages”), incurred in connection with, arising out of, or resulting from (i) any breach of any covenant or agreement of Sellers herein required to be performed prior to the Closing, (ii) any breach of any covenant or agreement of Sellers herein required to be performed on or after the Closing, (iii) non-compliance with the bulk sales laws of any jurisdiction applicable to the transactions contemplated by this Agreement, (iv) the inaccuracy, misrepresentation or breach of any representation or warranty made by Sellers in this Agreement, (v) any Third Party Claim made by any Person that Buyer’s exercise of the license rights in and to the Corporate Names and Licensed Trademarks granted under Section 8.22 hereof infringes or misappropriates the Intellectual Property Rights of such Person, or (vi) the failure of Sellers to pay, perform and discharge any Excluded Liabilities.
By Sellers. Buyer and Sellers shall collaborate in good faith in the preparation of mutually satisfactory Form(s) 8594 (and Form 8824 to the extent applicable) reflecting the Fair Market Value of the Assets as found by BIA and such other information as is required by the form. Buyer and Sellers shall each file with their respective federal income tax return for the tax year in which any Closing occurs, IRS Form(s) 8594 (and Form 8824 to the extent applicable) containing the information agreed upon by the parties pursuant to the immediately preceding sentence. Buyer agrees to report the purchase of the Assets of the Stations, and Sellers agree to report the sale of such assets for income tax purposes on their respective income tax returns in a manner consistent with the information agreed upon by the parties pursuant to this section and contained in the IRS Form(s) 8594 (and Form 8824 to the extent applicable).
By Sellers. Each Seller, jointly and severally, hereby agrees to indemnify and hold Buyer, the Company, and their respective directors, officers, employees, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any Losses arising from: (i) any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) made by the Company in this Agreement; (ii) any breach of the covenants or agreements (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such covenant or agreement) made by Sellers or the Company in this Agreement; or (iii) any Excluded Liabilities. In addition, each Seller, severally and not jointly, hereby agrees to indemnify and hold Buyer Indemnified Parties harmless from and against any Losses based upon or arising from any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) of such Seller contained in Article V.
By Sellers. (1) If any of the conditions provided for in Article 6 of this Agreement have not been met and have not been waived in writing by Sellers. In the event of termination and abandonment by any party as above provided in this Article 12, Notice shall forthwith be given to the other party, and each party shall pay its own expenses incident to preparation for the consummation of this Agreement and the transactions contemplated hereunder.
By Sellers. Each seller of any HIV Product hereunder (a “Seller”) hereby agrees to indemnify, defend (using counsel selected by the Seller which is reasonably acceptable to the other Parties) and hold harmless the other Parties from and against any and all liabilities, losses (exclusive of lost profits), damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees, court costs, and out-of pocket expenses) suffered or incurred by the other Parties which arise or result from: (i) the material breach of any warranty or any representation of the Seller contained in this Agreement; (ii) any material failure by the Seller to perform any of its covenants, agreements, or obligations contained in this Agreement; or (iii) the promotion and sale by the Seller or any Affiliate or Distributor of the Seller of any HIV Product, except to the extent covered by the Manufacturer’s defense and indemnification obligations under Section 12.1.