Seller to Buyer Sample Clauses

Seller to Buyer. This is a short form of indemnity intended to make clear to the seller that this is a binding legal document and that you will commit to substantial expenditure on the back of it.
Sample 1
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Seller to Buyer. Buyer shall provide documentation to Seller, evidencing acquisition of a licensed professional to perform the necessary repairs within ten (10) days of discovery of the defect. The date of Settlement may be extended by Buyer and Seller in writing to permit time for repair of the Property. All repairs necessary to permit deed transfer shall be performed and completed by Settlement. BUYER ACCEPTS FULL RESPONSIBILITY FOR ANY AND ALL DAMAGE OR COST INCURRED PRIOR TO SETTLEMENT AND AGREES TO HOLD SELLER HARMLESS FROM ANY LIABILITY OR COST OR DAMAGE INCURRED BY BUYER, BY SELLER OR BY ANY THIRD PARTY IF SUCH THIRD PARTY PERFORMS ANY ACTIVITY OR REPAIR OR IF BUYER ENGAGES ANY THIRD PARTY ON THE PROPERTY PRIOR TO SETTLEMENT.
Sample 1
Seller to Buyer e) If Buyer makes an Indemnification Payment to Seller under clause (a) or (c) and Seller is able to use permanently all or any portion of the Mexican capital gains taxes which caused such Indemnification Payment as a credit against United States taxes, Buyer and Seller shall adjust the Indemnification Payment downward by the amount of Mexican capital gains taxes so used. Seller shall be deemed to have permanently used Mexican capital gains taxes as United States credits only if, and to the extent that, for all tax years Seller's United States federal income tax (x), with credit for all or a portion of the Mexican capital gains taxes taken as a credit, is less than (y) the United States tax that would have been payable without said Mexican capital gains taxes as credits. Both alternatives (x) and (y) shall take into consideration applicable carryforwards and carrybacks of foreign tax credits under the respective alternatives."
Sample 1
Seller to Buyer. Notwithstanding anything in this Stock Purchase Agreement to the contrary, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates from and against any liability for Taxes of the Company (including any Taxes required to be withheld by the Company with respect to any of its shareholders) or on any other Person with respect to whom the Company may be responsible for the payment of said Taxes or the failure to pay the same may otherwise be a breach of a representation set forth above in Section 2.24, for all taxable periods ending on or before the Closing Date.
Sample 1

Related to Seller to Buyer

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Deliveries of Buyer At the Closing, Buyer will deliver to Seller the following:

  • Closing Deliveries of Buyer At the Closing, Buyer shall deliver to Seller:

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