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.
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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.
Sample 1
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.
Sample 1
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.
Sample 1

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 the Purchaser From and after the Closing, the Purchaser agrees to, and agrees to cause the Company and its Subsidiaries to, indemnify and hold harmless the Shareholder (which, for purposes of this Section 7.2.2, shall include the Shareholder and its Affiliates, and each officer, director, employee, representative and adviser of the Shareholder and such Affiliates) from and against any Damages incurred or sustained by the Shareholder arising out of, resulting from or attributable to, (A) the nonfulfillment of any agreement of the Purchaser under this Agreement or (B) the breach of any representation or warranty on the part of the Purchaser under this Agreement, provided that there shall not be any duplicative payments or indemnities by the Purchaser, and provided, further, that any indemnification relating to Tax shall be governed solely by Section 4.3. 113 Payment by the Shareholder shall not be a condition precedent to recovery. Amounts payable by the Purchaser or the Company and its Subsidiaries to the Shareholder in respect of Damages for which the Shareholder is entitled to indemnification hereunder shall be payable by the Purchaser, the Company and its Subsidiaries as incurred by the Shareholder. The Shareholder's rights to indemnification under Section 7 of this Agreement shall be limited as follows:

  • Indemnity by the Buyer The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

  • By Sellers Sellers shall indemnify, defend, save and hold ---------- harmless Buyer, its Affiliates (including the Company from and after the Closing), and its and their respective Representatives, from and against any and all uninsured claims, damages, costs, losses (including without limitation diminution in value), Taxes, liabilities, judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by the Company or Sellers in or pursuant to this Agreement; (ii) any breach of any covenant or agreement made by the Company or Sellers in or pursuant to this Agreement; (iii) any liability arising under any Environmental Law on account of the conduct of the Company or any Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any Environmental Condition existing, in each case on or at any time prior to the Closing Date; or (iv) any liability for Taxes in respect of taxable periods ending on or before the Balance Sheet Date in excess of the amounts paid prior to Closing or accrued on the Balance Sheet. Without limiting the generality of the foregoing, the indemnification provided herein, insofar as it relates to any Environmental Law or Environmental Condition, shall specifically cover costs incurred in connection with any investigation of site conditions (excepting the cost of the Environmental Assessments) or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or by the provisions of Section 6.7 hereof. Damages (except under Sections 4.4 and 4.18 or caused by the fraud of Seller as defined in Article XII) are limited by the terms of Article XII of this Agreement. The time and scope of this indemnity and all other claims, rights, causes of action and remedies of Buyer, its affiliates and the Company as against Sellers is limited under all circumstances to: (I) during the first full year after the Balance Sheet Date to five million dollars ($5,000,000), (ii) during the second full year after the Balance Sheet Date to three million dollars ($3,000,000), and (iii) during the third full year after the Balance Sheet Date to two million dollars ($2,000,000). For purposes of this section 10.3, the date of an indemnifiable claim shall be determined based upon the date a Claim Notice is delivered.

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver, or cause to be delivered, to the Seller the following:

  • Buyer APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller First Horizon Home Loan Corporation, a Kansas corporation, and its successors and assigns, in its capacity as seller of the Mortgage Loans.

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "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 Seller in or pursuant to this Agreement or 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 Seller 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 prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller 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 Buyer Indemnified Parties, and (iii) any liability 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 the Seller, and provided to Parent or its counsel by the Seller, contained in 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 the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing: