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. 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. 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. Shareholder jointly and severally agree to indemnify and hold Buyer 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,
Seller and the. Shareholders understand and agree that Buyer and its Affiliates are required by various Laws and accounting policies and principles to which they are subject or which are applied by Buyer to disclose their internal estimates of the amount of the payments that may become due or payable (if any) under Section 3.2 to Seller pursuant to this Agreement from time to time, and that such amounts may not be indicative of or reflect the amount of payments actually payable or paid to Seller. Such disclosures may include (among other things) accruals, changes to shareholders’ equity, additions to reserves, recognition of expenses or liabilities or other entries that are related to (or are adjusted as a result of) the existence of this Agreement. Neither Seller nor any Shareholder shall be entitled to rely upon the existence of such requirements or any disclosures made by Buyer or its Affiliates, and none of Seller or any Shareholder shall make any claim or demand with respect to amounts due under this Agreement as a result of such requirements or disclosures.
Seller and the. Shareholders acknowledge that Buyer will incur significant costs in reviewing and analyzing the business of Seller. Therefore, unless this Agreement has been terminated in accordance with the provisions of Section 11.1, Seller and the Shareholders will not directly or indirectly solicit, make or entertain any offer or proposal from or to a third party regarding the sale or possible sale of Seller's business or its shares of capital stock, discuss in any manner any such sale with any third party or provide any information concerning Seller to any third party prospective purchaser in connection with such a sale. In the event Seller or the Shareholders receives any inquiry from a third party prospective purchaser with respect to such a sale or possible sale, Seller or the Shareholders will inform such party of their obligations under this Section (without disclosing the identity of Buyer).
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 acknowledge that as a result of the complexity of the transactions contemplated hereby and the Consolidation Transactions, the Closing contemplated hereby and the closing of the Consolidation Transactions must be concurrent at a time designated by Buyer. Accordingly, Seller and the Stockholders shall at any time upon or after execution of this Agreement, but prior to the Closing Date (i) provide any outstanding documentation required to effect the Closing pursuant to this Agreement in escrow pending release upon authorization by Seller at the Closing, (ii) complete performance of their respective obligations hereunder and under the other Transaction Documents to be performed by the Closing, and (iii) update the schedules hereto and any other documentation or information provided to Buyer during the course of this transaction such that all such disclosures shall be accurate and current as of the Closing Date.
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.
