Litigation and Obligations Sample Clauses
Litigation and Obligations. There is no: (a) legal action, lawsuit, investigation or proceeding pending or imminent against the Buyer, of which the Buyer has actual knowledge; (b) breach of law or regulation; (c) obligation or liability; or (d) facts or circumstances, of which the Buyer is aware, in any event, which could result in any claim against the Buyer or in obligations or liabilities of the Buyer which, individually or in aggregate, (1) could reasonably be expected to prevent, delay or impair the ability of the Buyer to perform its obligations under the terms of this Agreement in any respect, or (2) could be a breach of the validity of this Agreement or the performance/realization of the transactions set forth herein. The Purchaser expressly declares that it has reviewed in detail and to its full satisfaction all matters relating to litigation, financial and accounting matters, material variations, hardware/software/applications, liabilities, assets/equities on assets/liabilities and liens and encumbrances, tax and customs aspects, insurance, labor and social security matters, environmental issues, third-party warranties, contracts, shareholders' agreements, debts and credits with affiliates, products, PI, promissory notes/deposits/guarantees, and foreign exchange issues of RASA and its affiliates/ Subsidiaries..
Litigation and Obligations. SURVIVAL OF THE REPRESENTATIONS AND WARRANTIES - INDEMNITIES The Selling Shareholders shall jointly and severally undertake to defend and hold harmless the Buyer, its Affiliates, its successors and assigns, RASA and the RASA Subsidiaries, officers, directors, managers and employees of the Buyer, RASA and the RASA Subsidiaries, from all liabilities, claims, contingencies, lawsuits, demands, obligations, actions, damages, losses, fines, penalties, or expenses (including without limitation interest and penalty, reasonable attorneys' fees and expenses) (the “Damages”) incurred or paid as a result of, or arising from:
(a) Unrecorded and/or undeclared liabilities of RASA and/or the RASA Subsidiaries, and/ or
(b) breach of the Selling Shareholders’ obligations under the Agreement or its Exhibits.