Seller and Shareholder acknowledge that Buyer is a publicly-held company and dissemination of information concerning this transaction or trading in the Buyer's stock by any party to this transaction or any party receiving information from any party to this transaction prior to public release could result in violation of the Securities and Exchange Commission insider trading regulations. Xxxxxx xxx Xxareholders agree not to disseminate any information concerning this transaction and agree not to trade in the stock of Buyer if such actions would violate applicable laws.
Seller and Shareholder jointly and severally, represent and warrant to Purchaser that no investment banker, broker or finder has acted for it or them, in connection with this Agreement or any of the transactions contemplated hereby. Seller and Shareholder, jointly and severally agree to indemnify and hold harmless Purchaser from and against any fee, claim, loss, or expense arising out of any claim by any investment banker, broker or finder employed or alleged to have been employed by it or them.
Seller and Shareholder jointly and severally, represent and warrant that prior to the execution hereof they have not disclosed any of the terms, conditions, obligations or matters contained in or relating to this Agreement and the transactions contemplated herein, and Seller and Shareholder, jointly and severally, covenant and agree that following the execution of this Agreement, it and they shall not disclose to any person, individual or entity any of such terms, conditions or matters and to keep the same confidential, regardless of whether the Closing occurs.
Seller and Shareholder. From and after the Closing Date, Seller and Shareholder, jointly and severally, shall indemnify, defend and hold harmless Buyer from and against (i) any and all damages, losses, obligations, deficiencies, liabilities, claims, encumbrances, penalties, costs, and expenses, including reasonable attorneys’ fees (collectively, the “Loss”), which Buyer may suffer or incur, resulting from, related to, or arising out of any misrepresentation, Breach of warranty, or non-fulfillment of any of the covenants or agreements of Seller or Shareholder in this Agreement or from any misrepresentation in or omission from any schedule to this Agreement, certificate, financial statement, or from any other document furnished or to be furnished to Buyer hereunder, (ii) any Loss based upon injuries to persons, property or business arising out of events on or before the Effective Date whether known or unknown, currently asserted or arising hereafter, and (iii) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments and claims (including employment-related claims) arising out of any of the foregoing; provided, however, that before Buyer may assert a claim for indemnity under this Article, Buyer must give or cause to be given written notice of such claim to Seller and Shareholder as provided in Section 10.3.
Seller and Shareholder. (i) From and after the Closing Date to and including one year following the Closing Date, neither Sellers nor Shareholder or any Affiliate thereof (including, without limitation, XLConnect), will sell, directly or indirectly, any computer product to any XLS Transferred Customer unless such customer is a Common XLS Transferred Customer; provided, however, that Sellers, Shareholder and any such Affiliate will only sell computer product to a Common XLS Transferred Customer at the locations (which shall not include the geographic areas in which any Acquired Site or Other Site is located), in the categories and to the extent (which shall not limit purchase volumes or aggregate revenues) being provided (or the subject of a successful bid to provide which was outstanding on the Closing Date) by Sellers as of the Closing Date to such Common XLS Transferred Customer. During such one year period XLConnect either (x) will purchase all computer product required by XLConnect for any XLS Transferred Customer unless such customer is a Common XLS Transferred Customer and such purchase is for the location, in the category and to the extent being provided by Sellers as of the Closing Date to such Common XLS Transferred Customer, from or (y) will refer all such customers that require computer product for an application to, Buyer or another GECITS Entity. During such one year period, neither Sellers nor Shareholder nor any Affiliate thereof (including, without limitation, XLConnect) shall provide Computer Services (A) to any customer listed on Exhibit 8.07(a), (B) to any customer that is a party to the Power by the Hour Agreements other than (i) Borden Chemical, Inc. and (ii) network integration and applicatxxxx xervices and (C) in connection with the agreement listed in item 19A of Exhibit 5.01(d)(1)(A); provided, however, that they shall not provide power by the hour services to Borden Chemical Inc. Sellers, Shareholder and XLConnect undersxxxx xhat in connection with the negotiations leading up to the entering into of this Agreement, each has received, and that pursuant to this Agreement, each will receive, confidential and proprietary information of Buyer and its Affiliates, including, without limitation, customer lists and other trade secrets.
Seller and Shareholder shall jointly and severally shall indemnify, defend, and hold Buyer and its officers, directors, agents, partners, members, controlling entities and employees (collectively, “Buyer lndemnitees”) harmless from and against any liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys’ fees and expenses) that Buyer lndemnitees incur or suffer as a result of, or arising out of (a) Seller’s or Shareholder’s breach of any of Seller’s or Shareholder’s representations, warranties, covenants or agreements in this Agreement or (b) any Retained Obligations.
Seller and Shareholder. 35 8.2 Purchaser........................................................37 (ii)
Seller and Shareholder jointly and severally (a) represent to Buyer that neither Seller nor Shareholder has incurred nor will incur any liability for brokerage fees, finder's fees or agent's commissions, except with respect to Geneva in connection with this Agreement or the transactions contemplated hereby, and (b) agree that they will indemnify and hold harmless Buyer against all claims for fees, commissions and costs of any broker, finder or agent (including, without limitation, Geneva) engaged by or for either or both of them in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated by this Agreement; provided, however, upon the Closing, Buyer shall pay the Broker Contribution to Geneva. Buyer represents to Seller and Shareholder that Buyer has not incurred and will not incur any liability for brokerage fees, finders' fees or agent's commissions in connection with this Agreement or the transactions contemplated hereby, and Buyer agrees that it will indemnify and hold harmless Seller and Shareholder against any claims for fees, commissions and costs of any broker, finder or agent engaged by Buyer in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated by this Agreement.
Seller and Shareholder hereby jointly, severally and collectively indemnify and hold Buyer forever harmless from and against any and all liabilities and obligations or claims asserted against Buyer for acts of the Seller taken or omitted prior to Closing. In addition, Seller and Shareholder hereby jointly, severally and collectively indemnify and hold Buyer forever harmless from and against any and all liability, damage, cost, claim or expense which may be or cause to be incurred by the Buyer arising out of or in connection with any breach of any warranty, representation or agreement given by Seller and/or Shareholder hereunder or the falsity of any representation, warranty or agreement made by Seller and/or Shareholder hereunder.
Seller and Shareholder covenant and agree that they shall keep the specific terms and provisions of this Agreement, including, without limitation, Purchase Price and all other financial aspects of this transaction, strictly confidential, except with regard to any disclosure of such information required in connection with the retaining of any accountants, attorneys or other professionals necessary to further any of the rights or remedies of the parties hereto pursuant to the terms and provisions of this Agreement and except as otherwise mandated by court order; it being the intention of the parties hereto that such information shall not be disseminated to the public at large by Seller or Shareholder.
