Other Wind Down Actions by Seller Sample Clauses

Other Wind Down Actions by Seller. Notwithstanding the foregoing terms of this Section 6.1, Seller may (at its discretion) at any time and from time to time commence or complete any of the Wind Down Actions with respect to any customer at times earlier than such terms contemplate; provided, however, that Seller (or any of its members of the Transition Team) will give to Buyer (or any of its members of the Transition Team) notice identifying such customer at least: (i) 10 days prior to so commencing any Wind Down Actions with respect to such customer, if such customer communicates to Seller that such customer desires or intends that Seller commence any of the Wind Down Actions (by way of example only, this clause (i) would apply if such customer tells Seller that such customer intends to promptly cease using the Seller Product or that it intends to promptly transition to any of the Buyer Products or that it is terminating its related contract with Seller); or (ii) 30 days prior to so commencing any Wind Down Actions with respect to such customer, if such customer does not communicate to Seller that such customer desires or intends that Seller commence any of the Wind Down Actions. Throughout the Transition Period, Seller will keep Buyer reasonably informed of the status of the Wind Down Actions, including with respect to any customer for which Seller’s actions are taken earlier than is otherwise required by this Section 6.1.
Sample 1
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Related to Other Wind Down Actions by Seller

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

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Indemnity by Seller Subject to the limitations in this Article X, Seller shall indemnify and hold harmless Buyer and its current and former directors, officers, employees, agents, representatives, Affiliates, successors and assigns (collectively, the “Buyer Indemnified Parties”), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, reasonable costs and reasonable expenses (whether or not involving a third party claim), including, without limitation, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any actions and/or suits (commenced or threatened), demands, assessments, judgments, or any claim whatsoever, and any and all amounts paid in settlement of any of the aforementioned (collectively, the “Buyer’s Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Buyer Indemnified Party, directly or indirectly, as a result of, in respect of, connected with, or arising from: (a) any inaccuracy in any representation or warranty of Seller contained in this Agreement; (b) any breach of any covenant or agreement by Seller contained in this Agreement or any Ancillary Agreement; (c) any noncompliance with any bulk sales or fraudulent transfer laws in respect of the transactions contemplated herein; (d) any Employee claim described in Section 9.03 or any Seller Non-Transaction Related WARN Act Liabilities indemnified by Seller pursuant to Section 9.04(a); (e) any Excluded Liabilities; (f) any Taxes payable by Seller pursuant to Section 8.03(b); or (g) the operation of Purchased Business prior to the Closing, except to the extent of an Assumed Liability.

  • Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller the following:

  • Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • Indemnity by Buyer Buyer hereby agrees to indemnify and hold harmless Sellers and the Company, any and all of their respective officers, directors, managers, members, agents and other Affiliates (the “Seller Parties”) from and against any Losses which may be made or brought against the Seller Parties or which the Seller Parties may suffer or incur as a result of, in respect of or arising out of:

  • Deliveries by Buyer At the Closing, Buyer shall deliver to Seller the following:

  • Delivery by Seller At or before the Closing, Seller shall deliver to Buyer the following:

  • 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.

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