Seller and Shareholders as the case may be, shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof:
Seller and Shareholders as the case may be, shall deliver to Buyer for the transfer, filing or recording thereof:
Seller and Shareholders. Seller and Shareholders will purchase at or prior to Closing a tail policy in form and substance reasonably satisfactory to Purchaser insuring against errors and omissions with the minimum policy limits of Two Million Dollars ($2,000,000.00) for each occurrence and Four Million Dollars ($4,000,000.00) in the aggregate. The insurance will be on a “claims made” basis for a period extending a minimum of three (3) years following the Closing.
Seller and Shareholders. On and after the Closing --------------- Date, Seller and Shareholders shall, and hereby do, jointly and severally, indemnify and hold harmless Issuer and Purchaser from and against and shall defend Purchaser against all liabilities, damages, costs, charges, legal fees, judgments, expenses or other losses ("Indemnifying Losses"):
Seller and Shareholders agree with Buyer, and Buyer agrees with Seller and each of Shareholders to the following covenants, each of which shall survive the Closing pursuant to their terms:
Seller and Shareholders. Seller has prepared and delivered to Buyer a disclosure memorandum (the "SELLER DISCLOSURE MEMORANDUM") setting forth any and all exceptions to the representations and warranties of Seller and the Shareholders contained in this Agreement. Subject to the exceptions and qualifications set forth in Seller Disclosure Memorandum, Seller and the Shareholders, jointly and severally, hereby represent and warrant to Buyer as follows:
Seller and Shareholders expressly acknowledge that the Rollover Business involves trade secrets, confidential and proprietary information and personal relationships with customers, and that the success of the Rollover Business is due in large part to the exclusive retention of such trade secrets, confidential and proprietary information and the undisturbed continuation of such personal relationships with customers.
Seller and Shareholders. Seller and Shareholders shall jointly and severally, indemnify, and hold Buyer harmless against losses, damages, taxes, penalties, costs and expenses (including accounting and legal fees) incurred by Buyer arising out of or involving (i) any liability, cost or expense that arises out of or involves the actions or operations of the Business or actions or nonactions by Seller's officers, directors, shareholders or employees with respect to the Business prior to the Closing Date; (ii) a breach of any of the representations made by Seller or Shareholders in this Agreement, (iii) the nonperformance of any covenant or agreement made in this Agreement by Seller or Shareholders, or (iv) any claims or actions arising out of the Business filed or made following the Closing Date but based on facts or occurrences prior to the Closing Date.
Seller and Shareholders jointly and severally, hereby agree to indemnify, reimburse, defend and hold harmless Buyer, its officers, directors, employees, successors and assigns from and against all demands, claims, civil or criminal actions or causes of action, liens, assessments, civil or criminal penalties or fines, losses, damages, liabilities, obligations, costs, disbursements, expenses or fees of any kind or of any nature (including, without limitation, cleanup costs, attorneys', legal assistants', consultants' or experts' fees and disbursements and costs of litigation) which may at any time be imposed upon, incurred by or awarded against Buyer, related to or resulting from: (1) the breach of any representation or warranty under this Agreement; (2) pursuant to or in connection with the application of any Environmental Law, to the acts or omissions of Seller environmental damage or personal injury alleged to have been caused, in whole or in part, by the manufacture, processing, distribution, use, handling, transportation, treatment, storage, or disposal of any Hazardous Materials; or (3) the presence, whether past or present of any Hazardous Materials placed by Seller, in or about the office.
Seller and Shareholders acknowledge that they are in possession of certain confidential and proprietary information pertaining to the Business and the Assets, all of which contribute to the goodwill of the Business and all of which are transferred, sold and assigned to Buyer pursuant to the Asset Purchase Agreement. Therefore, Seller and Shareholders agree that at no time in the future will they disclose, discuss or reveal to any third party, whether directly or indirectly, any proprietary, confidential or non-public information pertaining to the Business or the Assets, including without limitation, customer lists, customer identities, sales figures, costs of products, methods of operation, methods of production, inventory levels, pricing structure, purchasing information, employee information or any other information pertaining to the Business, except in consented to in writing by Buyer. The restrictions set forth in this Section 3 are limited to information pertaining to the Assets and Business. The Seller will continue to operate a similar business, namely "Mulch Masters, Inc." and this restriction of confidentiality shall not prevent Seller from conducting normal operations of such business.
