By the Buyer Sample Clauses
The "By the Buyer" clause outlines the specific rights, obligations, or actions that are assigned to the buyer within a contract. Typically, this clause details the buyer's responsibilities, such as making timely payments, providing necessary information, or fulfilling certain conditions required for the transaction. For example, it may specify deadlines for payment or requirements for accepting delivery. The core function of this clause is to clearly define what is expected from the buyer, thereby ensuring both parties understand their roles and reducing the risk of disputes.
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By the Buyer. Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.
By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents:
(a) this Agreement, executed by the Buyer;
(b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer;
(c) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2;
(d) the Cross Receipt, executed by the Buyer;
(e) a certificate executed by the Chief Executive Officer/Managing Member of the Buyer that all representations and warranties made herein 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; and
(f) a certificate of the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer.
(g) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of Delaware, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters.
By the Buyer. The Buyer shall indemnify and hold harmless the Seller and its affiliates and its respective directors, officers, shareholders, employees, agents, representatives and successors (the “Seller Indemnitees”) from and against any and all Losses that any of the Seller Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: any misrepresentation or breach of warranty of Buyer contained in this Agreement or in any schedule of Buyer or in any certificate delivered by Buyer pursuant to this Agreement; any breach of any covenant of Buyer contained in this Agreement; any of the Assumed Liabilities; the use or operation of the Purchased Assets after the Effective Date; and the failure to obtain any of the Real Property Lease consents and releases described in Section 7.6(a).
By the Buyer. The Buyer shall indemnify, save, defend and hold harmless the Seller and his heirs, successors and assigns (collectively, the "Seller Indemnified Parties") from and against any and all Damages incurred in connection with or arising out of or resulting from or incident to any breach (or in the event any third party alleges facts that, if true, would mean the Buyer has breached), of any covenant, warranty or representation (subject to applicable survival periods) made by the Buyer in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Parties.
By the Buyer. Subject to the other terms and conditions of this Article 9, ▇▇▇▇▇ shall indemnify and defend each of the Seller and its managers, officers, employees, affiliates, controlled and controlling persons and their respective representatives (collectively, the "Seller Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of the Buyer set forth in Article 7 of this Agreement or in any certificate delivered by or on behalf of the Buyer pursuant to this Agreement;
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Buyer pursuant to this Agreement; or
(c) any third party claim based upon, resulting from or arising out of the Buyer's conduct of the Purchased Assets and the Assumed Liabilities following the Closing.
By the Buyer if the Malicious Software originates from the Buyer Software or the Buyer Data (whilst the Buyer Data was under the control of the Buyer).
By the Buyer. To the extent permitted by applicable law, the Buyer will defend the Supplier against any third-party claim to the extent it alleges that:
(1) any Buyer Data or non-Microsoft software hosted in an Online Service by the Supplier on the Buyer’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) the Buyer’s use of any Background IPR or Project Specific IPR or Supplier software alone or in combination with anything else, violates the law or damages a third party. (iv)
By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents:
(a) this Agreement, executed by the Buyer;
(b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer;
(c) on the Effective Date, by check or wire transfer, of the Real Property Lease monthly rental payment for June, plus the entire June portion of health/dental insurances paid by Seller in advance;
(d) the Note (Exhibit A), executed by the Buyer;
(e) the Security Agreement (Exhibit C) executed by the Buyer;
(f) a UCC-1 Financing Statement executed by Buyer;
(g) the Cross Receipt, executed by the Buyer;
(h) a certificate executed by the President of the Buyer that all representations and warranties made herein 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; and
(i) a certificate of the secretary of the Buyer attesting to the accuracy of the resolutions of the Board of Directors of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer.
(j) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents and good standing certificates from the Secretary of State of California and Colorado, and certificates of an officer of the Buyer with respect to directors' resolutions, By-laws and other matters.
(k) Certificate of insurance setting forth the Seller as additional insured.
By the Buyer. The Buyer may terminate this Agreement by giving SIRA written notice at any time, with or without cause. Such termination in no way relieves the Buyer of their obligations to pay any and all outstanding accounts with SIRA.
By the Buyer. The Buyer shall indemnify and hold harmless the Seller and its affiliates and its respective directors, officers, shareholders, employees, agents, representatives and successors (the “Seller Indemnitees”) from and against any and all Losses that any of the Seller Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to:
(i) any misrepresentation or breach of warranty of Buyer contained in this Agreement or in any schedule of Buyer or in any certificate delivered by Buyer pursuant to this Agreement;
(ii) any breach of any covenant of Buyer contained in this Agreement;
(iii) any of the Assumed Liabilities;
(iv) the use or operation of the Purchased Assets after the Effective Date; and
(v) the failure to obtain any of the Real Property Lease consents and releases described in Section 7.6(a).