By Parent and Buyer Sample Clauses

By Parent and Buyer. Parent and Buyer jointly and severally agree to indemnify and hold Seller and its officers, directors, employees, agents and affiliates (the “Seller Indemnified Parties”), harmless against all Losses (other than Losses sustained by Seller due to payments made by Seller pursuant to Section 7.2(a) hereof) incurred or sustained by the Seller Indemnified Parties, or any of them, directly or indirectly, as a result or arising out of (i) any breach or inaccuracy of a representation or warranty of Parent or Buyer contained in this Agreement or in any certificate delivered pursuant to this Agreement (it being understood that for purposes of determining the accuracy of such representations and warranties under this Section 7.2, such determination shall be made without giving effect to any materiality or Material Adverse Effect qualifications contained in such representations and warranties), (ii) any failure by Parent or Buyer to perform or comply with any covenant given or made by it contained in this Agreement, or (iii) any Assumed Liabilities. The Buyer Indemnified Parties and the Seller Indemnified Parties are sometimes generically referred to herein as “Indemnified Parties.”
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By Parent and Buyer. Parent and Buyer shall indemnify and save ------------------- and hold harmless Sellers, their Affiliates and their Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Parent or Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Parent or Buyer in or pursuant to this Agreement, and (iii) any liability arising after November 1, 1997 arising out of or related to the Buyer's ownership or operation of the Company.
Sample 1
By Parent and Buyer. Parent and Buyer shall jointly and severally ------------------- indemnify and save and hold harmless Sellers, their Affiliates and their Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Parent or Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Parent or Buyer in or pursuant to this Agreement and (iii) the operations of the Company's business on and after the Closing Date.
Sample 1
By Parent and Buyer. Subject to the provisions of this Section 8.2, from and after the Closing, Parent and Buyer shall jointly and severally indemnify, defend and save and hold harmless Seller and its Affiliates, shareholders, members, partners, officers, directors, employees and other Representatives (collectively, the “Seller Indemnified Parties”), from and against any and all Losses, whether or not involving any third-party claims, arising out of, resulting from, relating to, incurred in connection with or incident to (i) any breach of any representation or warranty of Parent and Buyer contained in Article 5 hereof, (ii) any breach of any covenant or agreement of Parent or Buyer contained herein, including under Section 2.5 and/or Section 6.7 hereof, (iii) any Assumed Liabilities, and (iv) any Liabilities or express obligations of Parent or Buyer arising under arrangements made by the parties with respect to Non-Assignable Rights or otherwise pursuant to Section 2.1(b) so long as Seller is not in breach of its obligations thereunder.
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By Parent and Buyer. Subject to sections 4.3.3, 4.3.4 and 4.3.5, Parent and Buyer, jointly and severally, agree to indemnify and defend Sellers and the Companies’ directors, officers, affiliates, employees and agents and to hold them harmless from and against any and all claims, liabilities, damages and expenses (including, without limitation, the reasonable fees and expenses of attorneys and expert witnesses, the costs of investigation and court costs) (collectively, “Losses”) suffered or incurred by them, when and as suffered or incurred, whether or not any of such claims, liabilities, damages or expenses are suffered or incurred in connection with the ownership, operation, use, sale or possession of any of the Assets, (a) in connection with the Assigned Contracts and arising after the Closing Date, or (b) directly or indirectly in connection with or arising from any breach of any covenant, agreement, representation or warranty by Parent or Buyer hereunder, including the failure to pay or perform the Assumed Liabilities.
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By Parent and Buyer. Subject to the provisions of this Section 8.2, Parent and Buyer shall indemnify, defend and save and hold harmless Seller, its Affiliates, and its respective stockholders, members, partners, officers, directors and employees (the “Seller Indemnified Parties”) from and against any and all Losses, whether or not involving any third party claims, arising out of, resulting from or relating to (i) any breach on the date hereof of any representation or warranty of Parent and/or Buyer contained in Article 5 hereof or set forth in an officer’s certificate delivered by Parent and Buyer pursuant to Article 7 hereof, (ii) any breach of any covenants or agreements of Parent and/or Buyer contained herein, or (iii) from and after the Closing, any Assumed Liabilities.
Sample 1
By Parent and Buyer. Parent and Buyer shall indemnify and ------------------- save and hold harmless Seller, his Affiliates and his Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Parent or Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Parent or Buyer in or pursuant to this Agreement; or (iii) any obligations or liabilities of the Company or Metroquip or Buyer arising from actions occurring from and after the Closing Date.
Sample 1
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By Parent and Buyer. Parent and Buyer shall indemnify, defend ------------------- and save and hold harmless Sellers, their Affiliates and their Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Parent or Buyer in or pursuant to this Agreement; or (ii) any breach of any covenant or agreement made by Parent or Buyer in or pursuant to this Agreement.
Sample 1

Related to By Parent and Buyer

  • Buyer Buyer represents and warrants to Seller as follows:

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • By Parent Parent and Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

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