Seller and the. Shareholders jointly and severally agree to indemnify and hold Buyer and New Horizons harmless from and against (i) any and all loss, damage, liability or deficiency resulting from or arising out of any inaccuracy in or breach of any representation, warranty, covenant, or obligation made or incurred by Seller or the Shareholder herein, (ii) any imposition (including, without limitation, by operation of bulk transfer or other law) or attempted imposition by a third party upon Buyer of any liability or obligation of Seller which is not an Assumed Liability, or (iii) any and all costs and expenses (including reasonable attorneys' and accountants' fees) related to any of the foregoing.
Seller and the. Shareholders acknowledge and agree that irreparable injury may result to Buyer and Xxxxxx'x in the event Seller or any of the Shareholders breaches any covenant contained in this Section 11, and that the remedy at law for the breach of any such covenant will be inadequate. Therefore, if Seller or any of the Shareholders engages or threatens to engage in any act in violation of the provisions of this Section 11, Buyer and Xxxxxx'x shall be entitled, in addition to such other remedies as may be available to it at law or under this Agreement, to injunctive relief to enforce the provisions of this Section 11.
Seller and the. Guarantors acknowledge that a breach of the covenant not to compete contained in this Section will cause irreparable harm to Buyer in an amount or amounts difficult to ascertain and accordingly, in the event of a default under this Section, in addition to any other relief to which Buyer may be entitled, Buyer shall be entitled to injunctive relief offered by any court of competent jurisdiction.
Seller and the. Stockholder jointly and severally agree to indemnify and hold Buyer harmless from and against (i) any and all loss, damage, liability or deficiency
Seller and the. Stockholders have all requisite corporate power and authority to execute and deliver this Agreement and to carry out and perform their obligations under the terms of this Agreement and each of the other documents to be executed in connection herewith (such other documents are hereinafter collectively referred to as the "Transaction Documents") to which they are a party. Delivery of the Xxxx of Sale and other instruments of transfer contemplated by Section 1.3 will transfer to Buyer good and marketable title to the Assets, free and clear of any lien, encumbrance, adverse claim, or restriction on transfer, except as set forth on Schedule 2.2. This Agreement constitutes, and the Transaction Documents will each constitute, the valid and binding obligations of Seller and the Stockholders, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws and by general principles of equity.
Seller and the. Stockholders acknowledge and agree that, from and after the Closing, Buyer will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to the business of Seller.
Seller and the. Shareholders agree that, except for a transfer of the New Horizons Stock by Seller to any Shareholder, as contemplated in Section 4.19 of this Agreement, they will not sell, transfer, pledge otherwise dispose of any of the New Horizons Stock prior to the expiration of the twelve (12) month period following the Closing. Notwithstanding the foregoing, Seller and/or any Shareholder may transfer the New Horizons Stock to (a) the spouse, children or grandchildren of such Shareholder, whether directly or in trust for their sole benefit (including pursuant to any uniform gift to minors laws) or indirectly to an entity, the majority of which is controlled by Permitted Transferees for their sole benefit, provided that the transferee agrees in writing to be bound by the applicable terms of this Agreement, and provided further that such Shareholder may not disclaim beneficial ownership of such New Horizons Stock for purposes of any filing pursuant to any securities law, or (b) a trust in which such Shareholder owns the entire beneficial interest, provided that such trust agrees in writing to be bound by the applicable terms of this Agreement, and provided further such Shareholder may not disclaim beneficial ownership of such New Horizons Stock for purposes of any filing pursuant to any securities law (either of the foregoing (a) or (b), a "Permitted Transferee").
Seller and the. Company Mutual Release duly executed by Seller and the Company in the form attached hereto as Exhibit E.
Seller and the. Stockholders, jointly and severally, agree to indemnify and hold harmless Buyer against any and all Damages asserted against, resulting to, imposed upon, or incurred or suffered by Buyer, directly or indirectly, as a result of or arising from, any of the following (the "Seller Indemnifiable Claims"):
(i) Any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by Seller and/or either of the Stockholders in this Agreement, the other Seller Closing Documents or any of the other agreements, instruments or documents executed and delivered by Seller and/or either of the Stockholders in connection with the transactions contemplated hereby or thereby;
(ii) Any liability or obligation of Seller or either of the Stockholders other than the Assumed Liabilities;
(iii) The operations of the business of Seller (other than with respect to the Assumed Liabilities after the Closing and the operations of the business of Buyer); and
(iv) Any failure by Seller or the Stockholders to comply with Section 4.5 hereof. Notwithstanding the foregoing, the indemnification obligations of Seller and the Stockholders pursuant to this Section 7.2 shall be limited, in the aggregate, to that portion of the Purchase Price received from time to time by Seller. Buyer shall have a right of set-off against any portion of the Purchase Price not yet paid to Seller.
Seller and the. Stockholders acknowledge that any Claims against them for indemnification with respect to tax matters related to the Franchised Business, which are referred to in Sections 8.11, 8.13, 8.19, 15.1 and 15.2, shall be subject to Section 13.1 regardless of the Claiming Party's actual knowledge at the time of Closing.