Of Sellers Sample Clauses

Of Sellers. Sellers, jointly and severally, represent and warrant to and agree with Buyer, as follows:
Sample 1
Of Sellers. In the event of a Purchaser Default, Sellers shall, as their sole and exclusive remedy hereunder, have the right to terminate this Agreement and receive the Deposit and such payment shall constitute and be liquidated and agreed damages, whereupon the parties hereto shall be relieved of any further liability or obligation to each other, it being expressly understood that the receipt by Sellers of such monies shall be the sole and exclusive right and remedy of Sellers and constitutes a fair and reasonable amount for the damage sustained by Sellers by reason of Purchaser's breach of this Agreement. Sellers hereby waive and release any right to seek specific performance against Purchaser.
Sample 1
Of Sellers. Except as set forth in the Disclosure Schedule which is being delivered to Buyer concurrently herewith (the “Seller Disclosure Schedule”) (it being agreed that disclosure of any item in any section of the Seller Disclosure Schedule (whether or not an explicit cross-reference appears) shall be deemed to be disclosure with respect to any other section of the Seller Disclosure Schedule and any other representation or warranty made elsewhere in Article IV, in either case, to which the relevance of such item is reasonably apparent), each Seller severally and not jointly (provided, that the foregoing shall not limit Buyer’s remedies following the Closing set forth in Section 10.2) represents and warrants to Buyer and Parent as follows:
Sample 1
Of Sellers. HKS hereby represents and warrants to and agrees with Buyer, without limitation, as set forth in all of sections 5.1.1 through 5.1.29, and the ESOP hereby represents and warrants to and agrees with Buyer (with respect only to the Company, the ESOP and the Shares to be sold hereunder by the ESOP) as set forth in sections 5.1.3, 5.1.6 and 5.1.7:
Sample 1
Of Sellers. Sellers hereby represent and warrant to Buyer, jointly and severally and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows.
Sample 1
Of Sellers. In addition, the Shareholder has agreed not to compete with EMI and its schools. EMI has entered into this Agreement to reflect that it is jointly and severally liable with the Buyer with regard to the obligations of the Buyer provided for in it. IN CONSIDERATION OF THE COVENANTS CONTAINED IN THIS AGREEMENT, AND THE OTHER CONSIDERATION PROVIDED FOR IN IT, THE PARTIES, EACH INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:
Sample 1
Of Sellers. Each Seller represents and warrants to Purchaser that such Seller has good and valid title to the Securities sold by such Seller hereunder free and clear of any lien, encumbrance or other adverse claim (other than as set forth in the Investment Agreement, dated as of October 10, 1995, by and among Highlands, Haliburton Company, a Delaware corporation, IP and IPB) and Purchaser will acquire good and valid title to such Securities free and clear of any lien, encumbrance or other adverse claim (except any restrictions imposed by the IP Pledge Agreement, the IP Note, the IPB Pledge Agreement or the IPB Note (each as defined below), or federal or state securities laws).
Sample 1
Of Sellers. Buyer agrees to indemnify and hold harmless Sellers in respect of any and all claims, losses and expenses, including reasonable fees and disbursements of counsel (before and at trial, in bankruptcy proceedings and in appellate proceedings), which may be incurred by Sellers (the “Indemnified Party”) arising out of:
Sample 1
Of Sellers. Xxxxxx "Xxx" Xxxxxxx Shares Owned of Seller: 1 00% AEOG Disclosure Schedule 20 JILP and SELLERS' Disclosure Schedule
Sample 1

Related to Of Sellers

  • 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’s Representations Seller represents and warrants to Buyer as follows:

  • By Sellers Each Seller agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, security holders, advisors, and agents (collectively, the “Purchaser Indemnified Parties”) from, against, and in respect of (i) the full amount of any and all liabilities, damages, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs, and expenses, including reasonable attorneys’ fees, (“Damages”) arising from any breach or violation of any of the representations, warranties, covenants, or agreements of the Sellers set forth in this Agreement or any act or omission by the Company or the Sellers prior to the Closing Date, (ii) any amounts or Damages paid by the Company pursuant to the Net Profits Agreements or in connection with the termination thereof, (iii) any broker’s, finder’s, investment banking, or similar fees, commissions, or expenses paid by the Purchaser or the Company to the Financial Advisor, and (iv) any and all actions, suits, proceedings, demands, assessments, judgments, costs, and expenses incidental to any of the foregoing.

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • By Seller Seller agrees to indemnify, defend and save Buyer, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney's fees) ("Indemnified Items") for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer's premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret; provided, however, Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) modifications of the Product by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any third party claim covered by Xxxxxx's indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller's infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product; or (c) in the event (a) and (b) are not practical, refund to Buyer the amortized amounts paid by Xxxxx with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written approval.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Seller Representations Seller hereby represents and warrants that:

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act.

  • Buyer Buyer, , will take title to the Property 17 described below as Joint Tenants Tenants In Common Other .

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.