Common use of By Sellers Clause in Contracts

By Sellers. Neither this Agreement nor any of any Seller’s, the Sellers Agent’s, Servicer’s or any Guarantor’s rights, interests or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by operation of law, change of control, or otherwise by any Seller, the Sellers Agent, Servicer or any Guarantor without the prior written consent of Purchaser, and any such purported assignment or transfer without such consent shall be void and of no effect; provided and notwithstanding anything to the contrary in this Agreement, that no such consent shall be required if a Seller’s rights and obligations hereunder are assumed by (x) the surviving entity as a result of (A) a merger or other combination between such Seller and another Seller or other Affiliate thereof or (B) the conversion of a Seller from one legal form or jurisdiction to another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganization, and in each case (i) the assumed obligations are covered in accordance with the terms of the Guarantee and (ii) the surviving Seller is organized under the laws of the United States, any state thereof or the District of Columbia. In addition, the Sellers Agent may designate any Seller as an “Excluded Seller” in connection with the voluntary dissolution or winding up of such Seller by written notice to the Purchaser, specifying the effective date of such designation (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has occurred and is continuing or would occur as a result of such designation. The representations, covenants and provisions of this Agreement applicable to a Seller shall no longer be applicable to an Excluded Seller after the Exclusion Effective Date for such Excluded Seller, provided that, for purposes of the Guarantee and the definition of Guaranteed Obligations, all of such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivables, if any, that were sold pursuant hereto prior to the Exclusion Effective Date, shall survive such dissolution or winding up. The parties hereto shall work together in good faith to effectuate any actions as may be appropriate in connection with any transaction described in the foregoing sentence.”

By Sellers. Neither Subject to the limitations set forth in this Agreement nor any of any Seller’sArticle VII, the Sellers Agent’s, Servicer’s or any Guarantor’s rights, interests or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by operation of law, change of control, or otherwise by any Seller, the Sellers Agent, Servicer or any Guarantor without the prior written consent of Purchaser, and any such purported assignment or transfer without such consent shall be void and of no effect; provided and notwithstanding anything to the contrary in this Agreement, that no such consent shall be required if a Seller’s rights and obligations hereunder are assumed by severally (x) the surviving entity as a result of (A) a merger or other combination between such Seller and another Seller or other Affiliate thereof or (B) the conversion of a Seller from one legal form or jurisdiction to another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganization, and in each case (i) the assumed obligations are covered in accordance with the terms of the Guarantee his Pro Rata Share), and (ii) the surviving Seller is organized under the laws of the United Statesnot jointly, any state thereof or the District of Columbia. In additionindemnify and hold harmless Buyer and its officers, the Sellers Agent may designate any Seller as an “Excluded Seller” in connection with the voluntary dissolution or winding up of such Seller by written notice to the Purchaserdirectors, specifying the effective date of such designation (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has occurred agents and is continuing or would occur as a result of such designation. The representationsemployees, covenants and provisions of this Agreement applicable to a Seller shall no longer be applicable to an Excluded Seller after the Exclusion Effective Date for such Excluded Seller, provided that, for purposes of the Guarantee and the definition of Guaranteed Obligations, all of such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivableseach person, if any, that were sold pursuant hereto prior who controls or may control Buyer within the meaning of the Securities Act (each of the foregoing being referred to individually as a “Buyer Indemnified Person” and collectively as “Buyer Indemnified Persons”) from and against any and all losses, liabilities, damages, fees, Tax, interest, costs and expenses, including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals, directly or indirectly, whether or not due to a third-party claim (collectively, “Indemnifiable Damages”), arising out of, resulting from or in connection with (i) any failure of any representation or warranty made by the Sellers or the Company in this Agreement or the Disclosure Letter (including any exhibit or schedule to the Exclusion Effective DateDisclosure Letter) to be true and correct as of the Closing Date (except in the case of representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall survive be true and correct as of such dissolution date), (ii) any failure of any certification, representation or winding up. The parties hereto shall work together warranty made by the Sellers or the Company in good faith any certificate (other than the Company Net Working Capital Certificate and the Closing Expenses Certificate) delivered to effectuate Buyer pursuant to any actions provision of this Agreement to be true and correct as may be appropriate of the date such certificate is delivered to Buyer, (iii) any breach of or default in connection with any transaction described of the covenants or agreements made by the Sellers or the Company (but in the foregoing sentencecase of the Company, only covenants in respect of the time period prior to Closing) in this Agreement and (iv) any Indemnifiable Transaction Expenses. Materiality standards or qualifications, and qualifications by reference to the defined term “Material Adverse Effect” in any representation, warranty or covenant shall only be taken into account in determining whether a breach of or default in connection with such representation, warranty or covenant (or failure of any representation or warranty to be true and correct) exists, and shall not be taken into account in determining the amount of any Indemnifiable Damages with respect to such breach, default or failure to be true and correct. Subject to the limitations set forth in this Article VII and for greater certainty, any liability of the Sellers collectively for Indemnifiable Damages under this Article VII, as between the Sellers, shall be determined by multiplying the total amount of the Indemnifiable Damages by each Seller’s Pro Rata Share.”

By Sellers. Neither this Agreement nor any of any Seller’sSellers agree to indemnify, the Sellers Agent’s, Servicer’s or any Guarantor’s rights, interests or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by operation of law, change of control, or otherwise by any Seller, the Sellers Agent, Servicer or any Guarantor without the prior written consent of Purchaserdefend, and hold Purchaser harmless from, against, and in respect of, all damages. “Damages,” as used in this Section 9(a), shall include any such purported assignment claims, actions, demands, losses, costs, expenses, liabilities (joint or transfer without such consent shall be void several), penalties, unpaid taxes, and of no effect; provided and notwithstanding anything damages, including attorneys’ fees, resulting to the contrary Purchaser from (i) any material inaccurate representation made by Sellers or Citiwaste in this Agreement, that no such consent shall be required if a Seller’s rights and obligations hereunder are assumed by (x) the surviving entity as a result of (A) a merger or other combination between such Seller and another Seller or other Affiliate thereof or (B) the conversion of a Seller from one legal form or jurisdiction to another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganization, and in each case (i) the assumed obligations are covered in accordance with the terms of the Guarantee and (ii) the surviving Seller is organized under the laws any material breach of any of the United Stateswarranties made by Sellers or Citiwaste in this Agreement, and (iii) any state thereof material breach or default in the District performance by Sellers of Columbia. In addition, any of the covenants to be performed by Sellers Agent may designate any Seller as an “Excluded Seller” in connection with the voluntary dissolution or winding up of such Seller by written notice under this Agreement relating to the Purchaserconfidentiality, specifying non-solicitation, or non-competition provisions under this Agreement, including without limitation the effective date of such designation (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has occurred and is continuing or would occur as a result of such designation. The representations, covenants and provisions of this Agreement applicable Section 13 or 14 hereof). Sellers shall reimburse Purchaser for any payments made by Purchaser that are based on the judgment of any court of competent jurisdiction or pursuant to a Seller shall no longer be applicable to an Excluded Seller after the Exclusion Effective Date for such Excluded Sellerbona fide compromise or settlement of claims, provided thatdemands, for purposes of the Guarantee and the definition of Guaranteed Obligationsor actions, all of such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivablesany Damages to which the foregoing indemnity relates. Purchaser agrees to give Sellers prompt written notice of any litigation threatened or instituted against Purchaser or Citiwaste that might constitute the basis of a claim for indemnity hereunder by Purchaser against Sellers. Sellers shall have the right to participate in the defense thereof and to be represented, at the sole expense of Sellers, by counsel to be selected by Sellers. Purchaser shall not compromise or settle any such claim without the prior consent of Sellers if anythe effect of any such compromise or settlement would require indemnification by Sellers for all or any part of the amount of said compromise or settlement. Any reimbursements to be made by Sellers under this Section 9 shall be made, that were sold pursuant hereto subject to Seller’s first rights to participate in the defense of any claim and to its prior consent to any compromise or settlement, by Purchaser’s retention, of such Escrow Shares as are equivalent to the Exclusion Effective Dateamount(s) to be reimbursed, shall survive such dissolution or winding up. The parties hereto shall work together in good faith to effectuate any actions as may be appropriate in connection with any transaction described in based on the foregoing sentenceAverage Stock Price.”

By Sellers. Neither this Agreement nor Subject to and as provided herein and in Section 9.3(d), after the Closing, each Seller shall indemnify and hold harmless Buyer from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses, including without limitation, interest, penalties and reasonable attorneys’ fees (collectively, “Damages”), incurred by Buyer in connection with or arising out of or resulting from (i) any breach by such Seller of (A) any representation or warranty of such Seller contained in Article IV or (B) any Closing certificate delivered by such Seller pursuant to Section 8.4 or (ii) any covenant of such Seller contained in Article VI, which, in the case of (i) and (ii) above, would not have been incurred if any such breached representation, warranty or Closing certificate had been true, or any such breached covenant had been performed, as of the Closing Date. Subject to and as provided herein and in Section 9.3(d), after the Closing, Sellers shall indemnify and hold harmless Buyer from and against 50% of any Seller’s, and all Damages incurred by Buyer in connection with or arising out of or resulting from the Sellers Agent’s, Servicer’s matter identified in Item 4 of Schedule 4.14. The calculation of the amount of Damages or any Guarantor’s rights, interests or obligations hereunder may indemnification obligation pursuant to Section 9.6(b) shall take into account and be assigned or otherwise transferred, in whole or in part, by operation of law, change of control, or otherwise by any Seller, the Sellers Agent, Servicer or any Guarantor without the prior written consent of Purchaser, and any such purported assignment or transfer without such consent shall be void and of no effect; provided and notwithstanding anything to the contrary in this Agreement, that no such consent shall be required if a Seller’s rights and obligations hereunder are assumed reduced by (xA) any reduction in the surviving entity Tax liability of Buyer or its Affiliates (“Tax Benefit”) as a result of (A) a merger any Damage or other combination between such Seller amount that is subject to indemnification hereunder and another Seller or other Affiliate thereof or (B) applicable insurance to the conversion of a extent actually recovered. Buyer and Seller from one legal form or jurisdiction to another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganizationshall cooperate in good faith, and shall provide each other the information necessary, to determine the amount of any Tax Benefit. Buyer shall not be entitled to indemnification to the extent Damages were included in each case (i) the assumed obligations are covered in accordance with the terms calculation of the Guarantee and (ii) the surviving Seller is organized under the laws Closing Working Capital. For purposes of the United States, any state thereof or the District of Columbia. In additioncalculating Damages, the Sellers Agent reserves and accruals on the Closing Balance Sheet shall only be applied to matters relating to the period prior to the Closing Date which otherwise may designate any Seller as an “Excluded Seller” constitute or result in connection with Damages. Subject to this Section 9.3(a) and Section 9.3(d), no indemnifiable Damages shall be owed under this Agreement until applicable reserves or accruals have been exhausted, and then only to the voluntary dissolution or winding up extent (without duplication) that such Damages, in the aggregate, exceed the amount of such Seller by written notice reserves and accruals and any amount which may be available under Section 9.3(d)(i) with respect to the Purchaser, specifying the effective date of such designation Damages (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has occurred and is continuing or would occur which shall not be diminished as a result of the application of any such designationreserve or accrual), but subject to the limit of Section 9.3(d)(ii). The representationsOnly reasonable out-of-pocket expenses and charges (and not internal expenses and allocations, covenants such as charges for management time and provisions of this Agreement applicable to a general and administrative expense allocations, which shall not be indemnified) shall be charged against such reserves. Notwithstanding the foregoing, no Seller shall no longer be applicable have any obligation to an Excluded Seller after indemnify Buyer unless a reasonably detailed claim in writing specifying the Exclusion Effective Date for such Excluded Seller, provided that, for purposes nature of the Guarantee and the definition of Guaranteed Obligations, all of breach or claim is received by such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivables, if any, that were sold pursuant hereto Seller from Buyer prior to the Exclusion Effective Date, shall survive such dissolution or winding up. The parties hereto shall work together in good faith to effectuate any actions as may be appropriate in connection with any transaction described eighteen-month anniversary of the Closing Date (except (x) in the foregoing sentencecase of a breach of Sections 4.1(c) and 4.18, as to which the period shall be the applicable statute of limitations plus 30 days and (y) in the case of a breach of Sections 4.17 and 4.20, as to which the period shall be the three year anniversary of the Closing Date).”

By Sellers. Neither Subject to terms and conditions of this Agreement nor any of any Seller’sArticle IX, Sellers hereby agree to indemnify, defend and hold harmless Buyer, its Affiliates and its and their respective directors, officers, employees and agents (collectively, the Sellers Agent’s"Buyer Parties"), Servicer’s or any Guarantor’s rights, interests or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by operation of law, change of control, or otherwise by any Seller, the Sellers Agent, Servicer or any Guarantor without the prior written consent of Purchaser, from and any such purported assignment or transfer without such consent shall be void and of no effect; provided and notwithstanding anything to the contrary in this Agreement, that no such consent shall be required if a Seller’s rights and obligations hereunder are assumed by (x) the surviving entity as a result of (A) a merger or other combination between such Seller and another Seller or other Affiliate thereof or (B) the conversion of a Seller from one legal form or jurisdiction to another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganization, and in each case against (i) the assumed obligations are covered in accordance with the terms of the Guarantee Retained Liabilities and (ii) the surviving Seller is organized following (collectively, the "Buyer Indemnified Liabilities"): any Claim individually constituting a Loss in excess of $10,000 asserted against, imposed upon, or incurred by any Buyer Party, directly or indirectly, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty made by Sellers (other than with respect to the Retained Liabilities) contained in or made pursuant to this Agreement, or (b) the breach of any covenant or agreement of Sellers contained in or made pursuant to this Agreement; PROVIDED, HOWEVER, that none of the Buyer Parties shall be entitled to assert rights of indemnification by Sellers under clause (ii) above of this Section 9.01 for Buyer Indemnified Liabilities unless and until the aggregate of all such Buyer Indemnified Liabilities exceeds the Deductible Amount (it being understood that such Buyer Indemnified Liabilities shall accumulate until such time or times as the aggregate of all such Buyer Indemnified Liabilities exceeds the Deductible Amount, whereupon the Buyer Parties shall be entitled to indemnification by Sellers hereunder to the extent of such excess, including, from such point forward, individual Claims of less than $10,000. Notwithstanding the foregoing, Seller's maximum indemnification obligation hereunder at any point in time shall be limited to the principal amounts repaid under the laws Note to such point in time; PROVIDED, HOWEVER, that Buyer may offset additional indemnification amounts, subject to the Deductible Amount and the limitation on the maximum aggregate indemnification obligation set forth in the next sentence, against future payments of principal under the United States, any state thereof or the District of ColumbiaNote. In addition, the Sellers Agent may designate any Seller as an “Excluded Seller” in connection with the voluntary dissolution or winding up of such Seller by written notice to the Purchaser, specifying the effective date of such designation (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has occurred and is continuing or would occur as a result of such designation. The representations, covenants and provisions of event shall Sellers' maximum aggregate indemnification obligation under this Agreement applicable to a Seller shall no longer be applicable to an Excluded Seller after the Exclusion Effective Date for such Excluded Seller, provided that, for purposes of the Guarantee and the definition of Guaranteed Obligations, all of such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivables, if any, that were sold pursuant hereto prior to the Exclusion Effective Date, shall survive such dissolution or winding up. The parties hereto shall work together in good faith to effectuate any actions as may be appropriate in connection with any transaction described in the foregoing sentenceArticle IX exceed $10,000,000.”

By Sellers. Neither Subject to the procedures set forth in this Agreement nor any of any Seller’sSection 11.08, the Sellers Agent’s, Servicer’s Seller Indemnified Parties shall be entitled to offset against any amounts due to Vertex or any Guarantor’s rightsBuyer or their Affiliates hereunder, interests any amounts due the Seller Indemnified Parties pursuant to Vertex's and Buyers' obligation to indemnify the Seller Indemnified Parties under Section 11.01 above and such offset amounts shall be deemed a payment against such obligations and shall not trigger a default under this Agreement. Sellers shall provide Buyers a written notice of their intent to offset any payments due Vertex or obligations hereunder Buyers specifying in reasonable detail the basis for the offset and Sellers' calculation of the amount of such offset (the "Seller Offset Notice"), which may be assigned part of a Claim Notice or otherwise transferreda Third Party Claim Notice. If Buyers dispute Sellers' exercise of its offset right, then Buyers shall furnish Sellers an objection notice within 15 days of Buyers' receipt of the Seller Offset Notice specifying in whole reasonable detail the basis for any such dispute. If Buyers do not deliver the dispute notice to Sellers' exercise of its offset right within such 15 day period, then Sellers shall be entitled to offset against any payments due Vertex or in part, by operation of law, change of control, or otherwise by any SellerBuyers, the Sellers Agent, Servicer or any Guarantor without amounts so specified in the prior written consent Buyer Offset Notice. Any disputed items stemming from Sellers' submittal of Purchaser, and any such purported assignment or transfer without such consent the Seller Offset Notice shall be void and of no effect; provided and notwithstanding anything to the contrary in this Agreement, that no such consent shall be required if a Seller’s rights and obligations hereunder are assumed by (x) the surviving entity as a result of (A) a merger or other combination between such Seller and another Seller or other Affiliate thereof or (B) the conversion of a Seller from one legal form or jurisdiction to another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganization, and in each case (i) the assumed obligations are covered resolved in accordance with the terms procedures set forth in Section 12.06. No amounts otherwise due and payable to Buyers need be paid after the Seller Offset Notice is given until such time as the dispute is resolved; provided, however, Sellers shall not be entitled to withhold payment of amounts in excess of the Guarantee and (ii) the surviving Seller is organized under the laws of the United States, any state thereof or the District of Columbiadisputed amount. In addition, the Sellers Agent may designate any Seller as an “Excluded Seller” in connection with the voluntary dissolution or winding up of such Seller by written notice No default shall be deemed to the Purchaser, specifying the effective date of such designation (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has have occurred and is continuing or would occur as a result of such designation. The representations, covenants and provisions of this Agreement applicable to a Seller shall no longer be applicable to an Excluded Seller after the Exclusion Effective Date for such Excluded Seller, provided that, for purposes of Seller Offset Notice is given until the Guarantee and the definition of Guaranteed Obligations, all of such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other Transaction Documents to which it dispute is a party in respect of Receivables, if any, that were sold pursuant hereto prior to the Exclusion Effective Date, shall survive such dissolution or winding up. The parties hereto shall work together in good faith to effectuate any actions as may be appropriate in connection with any transaction described in the foregoing sentenceresolved.”

By Sellers. Neither From and after the Closing Date, the Sellers, jointly and severally, shall indemnify and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, shareholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, a "Buyer Indemnified Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and reasonable disbursements of every kind, nature and description incurred by such Indemnified Party in connection therewith) (collectively, "Damages") that such Buyer Indemnified Party may sustain, suffer or incur and that result from, arise out of or relate to (a) any breach of any of the respective representations, warranties, covenants or agreements of any Seller contained in this Agreement nor or in the Closing Certificates, and (b) any Liability of any Seller’s, the Sellers Agent’s, Servicer’s or any Guarantor’s rights, interests or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by operation of law, change of controlSeller involving Taxes due and payable by, or otherwise imposed on the Companies with respect to any Shareholder for any and all taxable periods ending on or prior to the Initial Closing (whether or not such Taxes have been due and payable) (collectively, "Buyer Indemnifiable Damages"). Any Buyer Indemnifiable Damages, subject to the foregoing indemnification rights of Buyer, may at Sellers' option be paid to such Buyer Indemnified Party by any Seller, the Sellers Agent, Servicer delivery of all or any Guarantor without the prior written consent a portion of Purchaser, and Buyer Shares. In any such purported assignment or transfer without instance, such consent Buyer Indemnifiable Damages shall be void and converted into a number of no effect; provided and notwithstanding shares equal to the amount of such Buyer Indemnifiable Damages divided by the Per Share Price. Notwithstanding anything to the contrary set forth in this Agreement, that no such consent the maximum amount of Buyer Indemnifiable Damages for which the Sellers shall be required if a Seller’s rights and obligations collectively liable hereunder are assumed by shall in no event exceed Three Million Dollars (x) the surviving entity as a result of (A) a merger or other combination between such Seller and another Seller or other Affiliate thereof or (B) the conversion of a Seller from one legal form or jurisdiction to another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganization, and in each case (i) the assumed obligations are covered in accordance with the terms of the Guarantee and (ii) the surviving Seller is organized under the laws of the United States, any state thereof or the District of Columbia. In addition, the Sellers Agent may designate any Seller as an “Excluded Seller” in connection with the voluntary dissolution or winding up of such Seller by written notice to the Purchaser, specifying the effective date of such designation (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has occurred and is continuing or would occur as a result of such designation. The representations, covenants and provisions of this Agreement applicable to a Seller shall no longer be applicable to an Excluded Seller after the Exclusion Effective Date for such Excluded Seller, provided that, for purposes of the Guarantee and the definition of Guaranteed Obligations, all of such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivables, if any, that were sold pursuant hereto prior to the Exclusion Effective Date, shall survive such dissolution or winding up. The parties hereto shall work together in good faith to effectuate any actions as may be appropriate in connection with any transaction described in the foregoing sentence$3,000,000).”