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
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. 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
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

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 to the Property 17 described below as Joint Tenants Tenants In Common Other .

  • By Sellers Each Seller agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, security holders, advisors, and agents (collectively, the “Purchaser Indemnified Parties”) from, against, and in respect of (i) the full amount of any and all liabilities, damages, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs, and expenses, including reasonable attorneys’ fees, (“Damages”) arising from any breach or violation of any of the representations, warranties, covenants, or agreements of the Sellers set forth in this Agreement or any act or omission by the Company or the Sellers prior to the Closing Date, (ii) any amounts or Damages paid by the Company pursuant to the Net Profits Agreements or in connection with the termination thereof, (iii) any broker’s, finder’s, investment banking, or similar fees, commissions, or expenses paid by the Purchaser or the Company to the Financial Advisor, and (iv) any and all actions, suits, proceedings, demands, assessments, judgments, costs, and expenses incidental to any of the foregoing.

  • Purchaser The Placement Agent has made such reasonable inquiry as is necessary to determine that the Purchaser is acquiring the Capital Securities for its own account, that the Purchaser does not intend to distribute the Capital Securities in contravention of the Securities Act or any other applicable securities laws, and that the Purchaser is not a "U.S. person" as that term is defined under Rule 902 of the Securities Act.

  • 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, Seller shall sell and convey to Purchaser, free and clear of all Encumbrances whatsoever (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser shall purchase from Seller, the Business as a going concern and all Seller's rights, title and interest in and to the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated owned by Seller and used in the Business (the "Purchased Assets") as the same shall exist on the Closing Date (other than the Excluded Assets), including, without limitation, the following:

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

  • Closing Deliveries of Buyer At Closing, Buyer shall deliver, or cause to be delivered, to Seller the following items: