By the Buyers Sample Clauses

By the Buyers. (i) In consideration of Pro Tech's execution and delivery of this Agreement and issuance of the Series A Preferred Shares, the Conversion Shares, Warrants and Warrant Shares hereunder, and in addition to all of the Buyers' other obligations under this Agreement, but subject to the limitations set forth in Section 6 of the Pro Tech Registration Rights Agreement, each Buyer, severally and not jointly, shall defend, protect, indemnify and hold harmless the Pro Tech Indemnitees from and against the Pro Tech Indemnified Liabilities incurred by the Pro Tech Indemnitees or any of them in connection with or as a result of any breach by such Buyer of any representation, warranty or covenant in the Transaction Documents, including, but not limited to: (a) any misrepresentation or breach of any representation or warranty made by such Buyer in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (b) any breach of any covenant, agreement or obligation of such Buyer contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that this Section 12(c)(i) shall not apply to the extent that it is finally judicially determined that such actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith resulted solely from the gross negligence or bad faith of such Pro Tech Indemnitee. To the extent that the foregoing undertaking by such Buyer may be unenforceable for any reason, such Buyer shall make the maximum contribution to the payment and satisfaction of each of the Pro Tech Indemnified Liabilities which is permissible under applicable law. (ii) In consideration of NCT's execution and delivery of this Agreement and issuance of the Exchange Shares hereunder, and in addition to all of the Buyers' other obligations under this Agreement, but subject to the limitations set forth in Section 6 of the NCT Registration Rights Agreement, as the case may be, each Buyer, severally and not jointly, shall defend, protect, indemnify and hold harmless the NCT Indemnitees from and against the NCT Indemnified Liabilities incurred by the NCT Indemnitees or any of them in connection with or as a result of any breach by such Buyer of any representation, warranty or covenant in the Transaction Documents, including, but not limited to: (a) any misrepresentation or breach of any representation...
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By the Buyers. On and after the Effective Date, the Surviving Corporation, as a direct wholly-owned subsidiary of Parent, will own, or have the unrestricted right to use, all of the properties and assets that are currently used by the Company in connection with the business thereof.
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By the Buyers. The Parent covenants and agrees that it and the other Buyers, jointly and severally, shall defend, indemnify and hold harmless the Sellers and their respective directors, officers, employees, assigns, successors and Affiliates from and against, and pay or reimburse such Persons for, any and all Losses resulting from or arising out of: (a) any inaccuracy of any representation or warranty made by the Parent under this Agreement; (b) any failure of the Buyers to perform any covenant or agreement contained in this Agreement; (c) any Assumed Liabilities; or (d) the operation of the Business and the Assets after the Closing Date.
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By the Buyers. Each Buyer shall severally, but not jointly, indemnify the Sellers in respect of, and hold the Sellers harmless against, any and all Losses incurred or suffered by the Sellers or their affiliates resulting from (i) the breach of any material representation, warranty, covenant, or agreement of such Buyer contained in this Agreement and (ii) such Buyer's use of the Assets after the Closing.
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By the Buyers. The Buyers jointly and severally covenant and agree to defend, indemnify and hold harmless the Sellers and their Affiliates, and their respective officers, directors, employees, agents, advisers, representatives (collectively, the "SELLER INDEMNITEES") from and against any and all Losses resulting from or arising out of: (i) any inaccuracy in any representation or warranty by any Buyer when made or deemed made or contained in this Agreement or any Collateral Agreement or in connection therewith; or (ii) any failure of any Buyer to perform any covenant or agreement made or contained in this Agreement or any Collateral Agreement or fulfill any other obligation in respect thereof; (iii) the Assumed Liabilities; (iv) the operation of the Business by the Buyers or the Buyers' ownership, operation or use of the Assets following the Closing Date; (v) notwithstanding the provisions of Article 6 or any other provisions of this Agreement, any and all liabilities in respect of Current Employees of ▇▇▇▇▇▇▇ arising from, related to or in connection with the employment of such Current Employees with the Canadian Buyer on or after the Closing Date, including without limitation any obligation on the Canadian Buyer to recognize the service of such Current Employees with ▇▇▇▇▇▇▇, and any and all liabilities to Current Employees of ▇▇▇▇▇▇▇ arising from, relating to or in connection with the termination of employment of such Current Employees on or after the Closing Date, including without limitation any Losses of such Current Employees in respect of the Plans arising from the failure of ▇▇▇▇▇▇▇ to provide notice of termination to such Current Employees as required by Applicable Law in Canada, whether or not such liabilities are deemed under Applicable Law in Canada or whether or not any such termination of such Current Employees is proper or wrongful; (vi) any and all liabilities in respect of Benefit Losses contemplated in Section 6.1(d); and (vii) any and all liabilities in respect of Current Employees of Granutec arising from, related to or in connection with the employment of such Current Employees with the U.S. Buyer on or after the Closing Date, including without limitation any obligation on the U.S. Buyer to recognize the service of such Current Employees with Granutec, and any and all liabilities to Current Employees of Granutec arising from, relating to or in connection with the termination of employment of such Current Employees with Granutec on or after the Closin...
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By the Buyers. (a) Upon request by the Company, the Buyers shall provide trading records related to the purchase and sale of Common Stock by the Buyers during the period that the Buyers held the Convertible Debentures.
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By the Buyers. Each Buyer, severally and not jointly, shall indemnify each of ConnectClearly and NCT from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (including reasonable attorneys' fees and disbursements) incurred by them in connection with or as a result of such Buyer's breach of any representation or warranty made by such Buyer in the Transaction Documents and the NCT Transaction Documents.
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Related to By the Buyers

  • 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 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.

  • Deliveries by the Buyer On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder the following: (A) The Purchase Price by delivery of certificates for the four hundred fifty thousand (450,000) shares of Common Stock and Four Million Nine Hundred Eighty-four Thousand Five Hundred Sixteen Dollars ($4,984,516) as calculated on Exhibit A hereto, by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the cash portion of the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding the foregoing, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Indemnity Escrow Agreement, and one hundred fifty thousand (150,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Revenue Shortfall Escrow Agreement. (B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (C) The Indemnity Escrow Agreement and the Revenue Shortfall Escrow Agreement, each duly executed by the Buyer and the Escrow Agent. (D) The Employment Agreement executed by Buyer. (E) Resolution of the Board of Directors of Buyer and Parent, authorizing the execution of this Agreement and other documents contemplated hereby and the transactions contemplated hereby. (F) Certificates issued by Parent to the Company or its designee, representing the Common Stock for that portion of the Purchase Price to be paid in Common Stock, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933, as amended, and are subject to the terms of the Right of First Refusal Agreement. (G) The Right of First Refusal Agreement duly executed by Parent. (H) The Subscription Agreement duly executed by Parent.

  • Buyer Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed

  • SELLERS s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇