From and after the Closing. (i) this Agreement shall constitute a complete sale, assignment, and transfer by Company of the Payment Rights to the Bank; and (ii) the Installment Contract shall be deemed to be registered in the name of the Bank. If the Bank sells or assigns any of its right, title, and/or interest in or to the Payment Rights to any other entity, then the Bank shall: (i) give written notice thereof to PRF and the City; and (ii) obtain an agreement from the assignee, enforceable against the assignee by PRF and the City, that it will give written notice to PRF and the City of any subsequent sale or assignment of the assignees interest in the Payment Rights.
From and after the Closing. (a) the Company shall issue irrevocable instructions its transfer agent, and to any subsequent transfer agent (as applicable, “Transfer Agent”) in a form acceptable to Buyer (“Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of Buyer or its respective nominees, assigns or successors for/of the Securities;
From and after the Closing. (a) Buyer shall defend, indemnify and save and hold harmless Seller against (i) all claims, costs, expenses and liabilities incurred in connection with the ownership, development, exploration, operation or maintenance of the Property which accrue or relate to the period after the Effective Time, (ii) all claims, costs, expenses and liabilities relating to environmental conditions on the Property, whether accruing or relating to periods before or after the Effective Time and (iii) court costs and reasonable attorneys’ fees incurred in enforcing this indemnity.
From and after the Closing each Seller, severally but not jointly, shall indemnify and hold harmless Purchaser, the Acquired Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the “Purchaser Indemnified Persons”) from and against and shall pay to the relevant Purchaser Indemnified Persons the amount of any and all losses, liabilities, claims, damages (excluding incidental, punitive and consequential damages), deficiencies, judgments, fines, penalties, fees, costs and expenses (including costs of investigation and defense and reasonable attorneys’ fees), and diminutions in value of the Product(s), whether or not involving a third-party claim (collectively, “Damages”), incurred by such Purchaser Indemnified Person arising directly or indirectly from or in connection with any breach of any representation or warranty of such Seller contained in Section 2 hereof or of any covenant or obligation of such Seller in this Agreement.
From and after the Closing. Buyer Parties shall, jointly and severally, indemnify ABI against, and shall protect, defend and hold harmless ABI from, all Damages imposed on, sustained, incurred or suffered by the Seller Parties to the extent arising out of or resulting from (i) any Breach of any representations or warranties of any Buyer Party contained in this Agreement, (ii) any Breach of any Buyer Party’s covenants or agreements contained in this Agreement and (iii) any obligations and liabilities relating to the Importer Office Lease.
From and after the Closing until the expiration of the Claims Period, the Acquiror shall indemnify and hold harmless the Company and the Shareholders (collectively, the "Company Indemnified Parties"), from and against any Damages arising, directly or indirectly, from or in connection with:
From and after the Closing. EXCEPT (A) IN THE CASE OF ACTUAL FRAUD (PLED AND PROVEN IN ACCORDANCE WITH APPLICABLE LAW), OR (B) WITH RESPECT TO EQUITABLE REMEDIES AVAILABLE TO THE PARTIES, THE SOLE AND EXCLUSIVE REMEDY OF ANY PARTY TO THIS AGREEMENT AND ITS AFFILIATES OR ANY OTHER INDEMNIFIED PARTY WITH RESPECT TO THIS AGREEMENT, THE EVENTS GIVING RISE TO THIS AGREEMENT AND THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE LIMITED TO THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE VI. EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEEDING SENTENCE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER SHALL NOT (AND SHALL CAUSE ITS AFFILIATES NOT TO) MAKE ANY CLAIM FOR INDEMNIFICATION AGAINST HALL OR ANY OF HIS AFFILIATES BY REASON OF THE FACT THAT HALL IS OR WAS A MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE OR AGENT OF SELLER OR ANY OF ITS AFFILIATES OR IS OR WAS SERVING AT THE REQUEST OF SELLER OR ANY OF ITS AFFILIATES AS A PARTNER, MANAGER, TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER ENTITY (WHETHER SUCH CLAIM IS FOR JUDGMENTS, DAMAGES, PENALTIES, FINES, COSTS, AMOUNTS PAID IN SETTLEMENT, LOSSES, EXPENSES OR OTHERWISE AND WHETHER SUCH CLAIM IS PURSUANT TO ANY STATUTE, CHARTER DOCUMENT, BYLAW, AGREEMENT OR OTHERWISE), IT BEING ACKNOWLEDGED AND AGREED THAT THE REMEDIES IN THIS ARTICLE VI ARE THE SOLE AND EXCLUSIVE REMEDIES OF PURCHASER AND ITS AFFILIATES WITH RESPECT TO ALL CLAIMS RELATING TO HALL HAVING BEEN A MEMBER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE OR AGENT OF SELLER OR ANY OF ITS AFFILIATES OR SERVING AT THE REQUEST OF SELLER OR ANY OF ITS AFFILIATES AS A PARTNER, MANAGER, TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER ENTITY.
From and after the Closing. (a) Sellers and Buyer shall each (i) provide the other party and shall cause their respective accountants to provide the other party's accountant with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return or the conduct of any audit or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes related to the EMG Business; (ii) retain and provide the other party and shall cause their respective accountants to provide the other party's accountant any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination; and (iii) provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer and Sellers shall retain, until the applicable statutes of limitation (including any extensions) prescribed by Law have expired, copies of all Tax Returns, supporting work schedules and other records or information related to the EMG Business that may be relevant to such returns for all Tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same at the cost of such other party.
From and after the Closing. (a) Seller shall deliver to Buyer promptly following Closing a copy of any or all of the data room materials and other books and records relating to the business or operations of the NOARK Group (the “Ozark Documents”) in existence on the day of Closing and not already in the possession of the NOARK Group or Buyer, provided however, that Seller may retain (but shall preserve and keep in accordance with the following sentence) all Ozark Documents that do not exclusively or primarily relate to the Business or the NOARK Group. Seller and its respective Affiliates shall preserve and keep all Ozark Documents not delivered to Buyer on or before the Closing Date for a period of at least seven years after the Closing Date (the “Retention Period”). After the expiration of the Retention Period, before Seller shall dispose of any Ozark Documents, Seller shall give Buyer at least 90 days’ prior notice to such effect, and Buyer shall be given an opportunity, at its cost and expense, to remove and retain all or any Ozark Documents as Buyer may select. Seller shall provide to Buyer, at no cost or expense to Buyer, full access to the Ozark Documents as remain in Seller’s possession and full access to the properties and employees of Seller in connection with matters relating to the business or operations of the Ozark Gas Companies on or before the Closing Date and any disputes relating to this Agreement.
From and after the Closing the Buyer Parties hereby grant to Sellers an irrevocable, perpetual, royalty-free, transferable, non-exclusive right and license to make, use, sell, and offer for sale goods and services under the following U.S. Patents listed on Schedule 3.19 to the Sellers' Disclosure Letter: U.S. Patent No. 6,036,235, entitled "Two Piece Reusable Coupling for Fiberglass Resin Lined Metal Tubing Sections Having a Cement Mortar Backing" and U.S. Patent No. 6,247,499, entitled "Pipe Wrap Corrosion Protection System."
