Seller and the Shareholders. The obligations of Seller and the Shareholders under this Agreement shall be subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Seller:
Seller and the Shareholders and Buyer shall ----------- cooperate with each other as reasonably required to complete a smooth transition of the ownership of the Business from Seller to Buyer.
Seller and the Shareholders. Seller and each Shareholder hereby represent and warrant, jointly and severally, to Nautilus and Buyer as follows:
Seller and the Shareholders. Except as specifically set forth on Schedule 4 (the “Seller Disclosure Schedule”) attached to this Agreement (the parts of which are numbered to correspond to the individual Section numbers of this Article 4), Seller and the Shareholders jointly and severally represent and warrant to and covenant with Buyer that, as of the Closing:
Seller and the Shareholders acknowledge that the transfer of any or all of the Shares may be refused by the Buyer's transfer agent unless the Shares for which such transfer is sought are registered under the Securities Act and all other applicable federal securities or blue sky laws or an exemption from such registration is available.
Seller and the Shareholders acknowledge that the restrictions contained in this Section 10.6, in view of the nature of the business in which Purchaser and Inmark are engaged, are reasonable and necessary in order to protect the legitimate interests of Purchaser, Inmark and their Affiliates, and that any violation thereof would result in irreparable injuries to Purchaser and Inmark, and Seller and the Shareholders therefore acknowledge that, in the event of their violation of any of these restrictions, Purchaser and/or Inmark shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief (without establishing the likelihood of irreparable injury or posting bond or other security). In the event of such violation, Purchaser and/or Inmark shall also be entitled to receive damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Purchaser or Inmark may be entitled.
Seller and the Shareholders. As of the date hereof and as of the Closing Date, the Seller and Xxxxxxx Xxxxxxxxxx hereby, jointly and severally, represent and warrant to Purchaser and each other Shareholder severally (based on ownership of the Seller at the Closing) and not jointly, hereby represents and warrants to Purchaser, as follows:
Seller and the Shareholders jointly and severally, agree to and do hereby indemnify and hold harmless Buyer, its officers, directors, shareholders, subsidiaries, affiliates, agents and employees, and their successors and assigns, from and against any claims against Buyer, the Purchased Assets or the Business and against any other loss, cost, liability, damage or expense (including, without limitation, all expenses, reasonable attorneys’ fees and court costs) to Buyer as a result of or which involves (i) the inaccuracy of any representation or the breach of any warranty made by Seller or the Shareholders, or the failure of Seller or the Shareholders to perform any covenants or agreements of Seller or the Shareholders contained in this Agreement or in any other document or agreement delivered or deliverable pursuant hereto; (ii) any failure of Seller, prior to the Closing Date, to comply, with respect to the Business, with the terms of any instrument to which it is a party or with any applicable law, order, decision or regulation of any Federal, state (including, without limitation, qualification to do business and laws relating to bulk sales, bulk transfers and protection of the environment), municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign, having jurisdiction over them or their operations; (iii) any failure by the Shareholders to pay any taxes payable in connection with the sales, conveyances, assignments, transfers and deliveries of the Purchased Assets to Buyer hereunder; (iv) any claim arising prior or subsequent to the Closing Date for defects, breach of warranty, property damage, or personal injury, existing or alleged, in connection with the manufacture, sale, or use of products manufactured or sold by the Business prior to the Closing Date; and (v) any claim made by any former shareholder of Seller, or such shareholder’s heirs, administrators or legal representatives, relating to the sale of such shareholder’s shares of Seller’s capital stock or the sale to Buyer of the Purchased Assets.
