By the Sellers Clause Samples
The "By the Sellers" clause outlines the specific actions, obligations, or representations that must be performed or provided by the sellers in a transaction or agreement. Typically, this clause details what the sellers are required to do, such as delivering goods, providing documentation, or making certain warranties about the items being sold. For example, it may require the sellers to ensure that the goods are free of liens or to provide proof of ownership. The core function of this clause is to clearly allocate responsibilities to the sellers, ensuring that both parties understand what is expected and reducing the risk of disputes over performance.
By the Sellers. The Sellers and, in the event the transactions contemplated by this Agreement are not consummated, NAI, jointly and severally, agree to indemnify and hold harmless the Buyer and its respective Affiliates, and their respective shareholders, partners, trustees, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and against, and to reimburse any such indemnified person when incurred with respect to, any loss, damage, liability claim, cost and expense, including reasonable attorneys' fees ("Losses") incurred by such indemnified person by reason of or arising out of or in connection with (i) the breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated; (ii) the failure of NAI or any Seller to perform any agreement required by this Agreement or any other Transaction Document to be performed by such Person; and (iii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delay).
(a) any such third party claim shall be a claim solely for monetary damages, (b) the entire amount of such claim shall not be subject to the limitations on indemnification set forth in Section 7.4 hereof, and (c) the Sellers shall agree in writing within ten business days after receipt of notice of such claim that they are required, pursuant to this Section 7.1, to indemnify for the fu...
By the Sellers. (1) From and after the Closing Date, to the extent provided in this Section 13, the Sellers shall, jointly and severally, indemnify and hold harmless each Buying Party, and its successors and assigns, and its officers, directors, employees, stockholders, agents, affiliates and any Person who controls any Buying Party within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith) (collectively, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of or relate to (i) any breach of any representation or warranty of any Seller contained in this Agreement, (ii) any Environmental Condition existing on or prior to the Closing, and (iii) any breach of any covenant or agreement of the Sellers contained in this Agreement, except that the Sellers' obligations under this Section 13 with respect to any breach of the covenants set forth in Section 12 shall be several and not joint. The indemnification obligations of the Sellers under clauses (i) and (ii) of this Section 13.1(a) are referred to herein as the "Sellers' Non-Covenant Indemnification Obligations."
(2) Notwithstanding any provisions of this Section 13 to the contrary, the Sellers' Non-Covenant Indemnification Obligations shall be limited to (i) an aggregate of $550,000 for Claim Notices made by Indemnified Buyer Parties on or before the first anniversary of the Closing Date and (ii) an aggregate of $200,000 for Claim Notices made by Indemnified Buyer Parties after the first anniversary of the Closing Date.
(3) The sole source of funds to satisfy the Sellers' Non-Covenant Indemnification Obligations relating to Claim Notices made by Indemnified Buyer Parties on or before the first anniversary of the Closing Date shall be limited to (i) the Escrowed Shares held by the Pamarco pursuant to this Agreement and (ii) the amounts, if any, payable to the Sellers pursuant to Section 2.2 as
By the Sellers. The Sellers, agree, jointly and severally, to be responsible for, pay, indemnify and hold harmless ▇▇▇▇▇▇ and the Purchaser, and, following the Closing, the Company, and their respective shareholders, directors, officers, employees, consultants and agents (the "Purchaser Indemnified Parties") from, against and in respect of, the full amount of any and all liabilities, damages, claims, deficiencies, fines, assessments, losses, Taxes, penalties, interest, costs and expenses, including reasonable fees and disbursements of counsel (collectively, "Losses") arising from, in connection with, or incident to: (i) any breach, or inaccuracy of any of the representations or warranties of the Sellers contained in this Agreement or in any of the Sellers' Ancillary Agreements, (ii) any breach of Sellers of any covenants or agreements contained in this Agreement or in any of the Sellers' Ancillary Agreements, (iii) any failure by the Sellers to perform any obligations contained in this Agreement or in any of the Sellers' Ancillary Agreements; (iv) any liability resulting from any litigation involving the Company, if no accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, to the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or not such litigation was disclosed by the Sellers on Schedule 4.6; (v) any and all Taxes and related penalties, interest or other charges for any unaccrued or unreported Tax liabilities with respect to the Sellers or the Company for all periods prior to or including the Closing Date; and (vi) except for those claims or liabilities specifically identified, disclosed and excluded or otherwise limited herein, any and all claims or liabilities arising out of, relating to, resulting from or caused (whether in whole or in part) by any transaction, event, condition, occurrence or situation in any way relating to the Company, the Sellers or the conduct of the business of the Company arising or occurring on or prior to the Closing Date without regard to whether such claim exists on the Closing Date or arises at any time thereafter.
By the Sellers. (a) Each Seller, jointly and severally, shall indemnify and hold Purchaser, its successors and assigns, and any of its officers, directors, employees, stockholders, and agents, and any of their respective Affiliates and any of their respective officers, directors, employees, members, partners, stockholders, and agents, in each case excluding the Sellers (each, an “Indemnified Purchaser Party”) harmless from and against any Damages that such Indemnified Purchaser Party may sustain, suffer or incur and that, directly or indirectly, result from, are based upon, arise out of, or are attributable or related to:
(i) any inaccuracy or breach of any representation or warranty of any Seller or the Company in this Agreement (including all exhibits and schedules attached hereto) (other than as set forth in Article IV) or any certificate or similar instrument delivered by or on behalf of the Company;
(ii) any breach or nonfulfillment of any covenant or agreement set forth in this Agreement on the part of the Company, the Seller Representative or the Sellers other than with respect to the matters addressed by Section 9.1(b)(ii);
(iii) to the extent not already reflected as a Liability in the calculation of Final Net Working Capital that results in a negative adjustment to the Final Purchase Price pursuant to Section 2.4 or in the calculation of the Final Debt Amount or the Final Company Transaction Expenses: (A) any Taxes of the Company for a Pre-Closing Tax Period and the portion of any Straddle Period ending on the Closing Date as determined in accordance with Section 7.2(c)(iv); (B) any Taxes of any Seller; (C) any Taxes of any member of any consolidated, combined or unitary or aggregate group of which the Company is or has been a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 (or any corresponding or similar provision of state, local or foreign Tax Law); (D) any Taxes and fees for which the Sellers are responsible pursuant to Section 7.2(b); or (E) any and all Taxes of any other Person imposed on the Company as a transferee or successor, by Contract or otherwise as a result of an arrangement or Contract entered into or existing on or prior to the Closing Date;
(iv) any breach by any officer or manager of the Company of any fiduciary duty owed by such officer or manager to any equity holder, which breach occurred prior to, in connection with or as a result of the Closing and the Transactions;
(v) any Transaction Ex...
By the Sellers. (i) The Sellers will deliver to the Company, in form reasonably acceptable to the Company, such documents as may be reasonably required in order to effect a transfer of the Shares on the books of American Stock Transfer & Trust Company, LLC from the Sellers to the Company.
(ii) Each Seller that is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”), shall deliver to the Company a properly completed and duly executed IRS Form W-9.
(iii) Each Seller that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-US Seller”) and that is a partnership for U.S. federal income tax purposes shall deliver to the Company a properly completed and duly executed IRS Form W-8IMY, together with a withholding statement, withholding certificates from each of its beneficial owners and such other documentation as may be required to claim (A) a full exemption from U.S. federal withholding tax under Sections 1471 through 1474 of the Code and (B) any applicable exemption from U.S. federal withholding tax under Section 1441 of the Code.
(iv) Each Non-US Seller that is a corporation for U.S. federal income tax purposes shall deliver to the Company a properly completed and duly executed IRS Form W-8BEN-E, claiming (A) a full exemption from U.S. federal withholding tax under Sections 1471 through 1474 of the Code and (B) any applicable exemption from U.S. federal withholding tax under Section 1441 of the Code.
By the Sellers. The Sellers, jointly and severally, shall indemnify, save, defend and hold harmless the Buyer, Parent and their respective shareholders, directors, officers, partners, agents and employees (and in the event the Buyer assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee) (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, Liabilities, deficiencies, claims and expenses, including interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "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 Sellers have breached), of any covenant, warranty or representation made by the Sellers in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Sellers or their Affiliates pursuant to the terms of this Agreement; provided, however, that the Sellers 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.
By the Sellers. The Sellers shall indemnify, save and hold harmless the Purchaser and its Affiliates and Subsidiaries and each of their respective Representatives (individually, a "Seller Indemnified Party", and collectively, the "Seller Indemnified Parties"), from and against any and all costs, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands and expenses (whether or not arising out of third-party claims), including without limitation losses in connection with workers compensation claims, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up, remedial correction or responsive action), damages to the Environment, reasonable attorneys' 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 made by the Sellers in this Agreement; (ii) any Breach of any covenant or agreement made by the Sellers in this Agreement or any certificate delivered by the Subject Company or the Sellers at the Closing; or (iii) any services provided by the Subject Company prior to the Closing to the extent not reserved on the Closing Balance Sheet or covered by insurance.
By the Sellers. Each Seller agrees to indemnify and hold Buyer and its Affiliates and Representatives harmless from and against any and all losses, claims, demands, liabilities, obligations, damages, deficiencies, assessments, judgments, payments, penalties, costs and expenses (including without limitation reasonable attorneys' fees, any amounts paid in investigation, defense or settlement of any of the foregoing and interest) (herein, "Damages") incurred by the Buyer, or any ------- of their respective Affiliates or Representatives, in connection with, arising out of, resulting from or incident to, (a) any breach of the representations and warranties, (i) in the case of SLI, made by it, and (ii) in the case of Sylvan, made by it and/or SLI, in each case as set forth in Articles IV and V hereof or on the schedules or ----------------- certificates delivered in connection herewith, or (b) any breach of any covenant or agreement (i) in the case of SLI, made by it, and (ii) in the case of Sylvan, made by it and/or SLI, in each case as set forth in this Agreement. For purposes of this Section 9.01, and in respect to the determination of Damages only, the amount of Damages shall be determined in all cases as if the terms "material" or "materially" were not included in the representations, warranties, covenants and agreements of either Seller contained in this Agreement. <PAGE>
By the Sellers. Each of the Sellers, jointly and severally, agrees to indemnify and hold harmless the Buyer and its directors, officers, employees and agents (the "Buyer Parties") against, and to reimburse the Buyer Parties on demand with respect to, any and all losses, liabilities, obligations, suits, proceedings, demands, judgments, damages, claims, expenses and costs (including, without limitation, reasonable fees, expenses and disbursements of counsel) (collectively, "Losses") which each may suffer, incur or pay, by reason of (i) the breach by any Seller of any representation or warranty contained in this Agreement or in any other Document executed by a Seller and delivered to a Buyer Party pursuant to the provisions of this Agreement, or (ii) the failure of any Seller to perform any agreement required hereby or by any other Document.
By the Sellers. The Sellers shall jointly and severally indemnify and hold harmless the CANB and Buyer, and their respective directors, officers, employees, agents, successors and assigns (the “Buyer Indemnitees”) from and against all actual claims, damages, losses, liabilities, costs and expenses including, without limitation, settlement costs and any reasonable legal, accounting or other expenses for investigating or defending any actions or threatened action (but expressly excluding indirect, incidental, exemplary, special, consequential or punitive damages (including, without limitation, diminution in value, loss of future revenue or income, or loss of business reputation or opportunity)) (collectively, the “Losses”) actually incurred by the Buyer Indemnitees in connection with each and all of the following:
(i) any misrepresentation or breach of any representation or warranty made by the Seller in this Agreement;
(ii) any breach of any covenant, agreement or obligation of the Sellers contained in this Agreement or any other agreement, instrument or document contemplated by this Agreement;
(iii) any liability of the Sellers;
(iv) any claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses arising out of or based upon the Sellers’ ownership of the Assets prior to Closing; and
(v) any claims made by third parties against the Sellers as a result of the transactions contemplated hereby, including but not limited to any labor/employment and tax related claims.