By Shareholder. (c) Shareholder will not (a) take, agree or commit to take any action that would make any representation and warranty of Shareholder, as applicable, hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (b) omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.
By Shareholder. The Shareholder may not assign any right, claim, or interest it may have under this Agreement or under any policy issued by the Company or a subsidiary thereof, except (i) as specifically may be agreed to in writing by the Company, or (ii) subject to the limitations set forth in Section 3.b. above, by operation of law in the event of a merger or business combination to which the Shareholder is a party. No creditor, assignee or third-party beneficiary of the Shareholder shall have any right, claim, or title to any part, share, interest, funds, or assets of the Company except as specifically may be agreed to in writing by the Board of Directors of the Company. Any successor to the assets, liabilities or operations of the Shareholder shall be liable to the Company or its assignee for any amounts due the Company or the Company from such Shareholder;
By Shareholder. Subject to the terms and conditions of this Article VIII, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, and its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates"), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates, Company or the Business, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material"); (b) the breach of any covenant of any Shareholder contained in this Agreement (regardless of whether such breach is deemed "material"); (c) any environmental matters identified on Schedule 3.12; (d) PA Division obligations and liabilities existing or arising from events occurring prior to the Closing Date which are not reflected on the Recent Balance Sheet (or which exceed the amounts on the Recent Balance Sheet reserved therefor), including, without limitation, contingent or undisclosed liabilities, Litigation or claims of any kind, whether or not pending or threatened, relating to any claim, event or occurrence prior to the Closing Date, taxes (including penalties and interest thereon) owed for any period prior to the Closing Date, environmental and employee benefit plan liabilities and claims or liabilities (including warranty obligations in excess of that reflected on the Recent Balance Sheet) for any PA Division Product manufactured or sold by Company prior to the Closing Date; or (e) any Xxxxxx Liabilities and New Xxxxxx liabilities, including, without limitation, contingent or undisclosed Xxxxxx Liabilities and New Xxxxxx liabilities, Litigation or claims of any kind, whether or not pending or threatened, relating to any claim, event or occurrence occurring prior to or at any time after the Closing Date, taxes (including penalties and interest thereon), owed for any period prior to or after the Closing Date on the operations of the Xxxxxx Division or New Xxxxxx, as the case may be, including, without limitation, taxes (including penalties and interest thereon) incurred as a result of the Xxxxxx Spinoff, environmental and employee benefit plan liabilities and claims or liabilities for any Product of the Xxxxxx Division manufactured or sold by Company or New Xxxxxx (or any successor thereto)...
By Shareholder. Shareholder shall indemnify, save and hold harmless Purchaser, the Company, their respective Affiliates and subsidiaries, and their respective directors, officers, shareholders and employees (the "Purchaser Indemnitees") from and against any and all costs, losses, Taxes, liabilities, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing herein (collectively, "Damages") incurred in connection with, arising out of or resulting from (i) any breach of any representation, warranty, covenant or agreement made by Shareholder in this Agreement; (ii) any Excluded Liability and any liability or obligation of Shareholder or its Affiliate that does not relate to operations of the Company or the PerImmune Business; and (iii) any liability arising from Shareholder's responsibility for Taxes pursuant to Section 9.5, provided, however, that Shareholder shall not be liable to the Purchaser Indemnitees in respect of a breach of a representation or warranty made by Shareholder in this Agreement which was true as of the date of this Agreement but which is rendered inaccurate by events beyond the control of Shareholder occurring between the date of this Agreement and the Closing, to the extent that Shareholder has notified Purchaser of such breach in writing prior to the Closing and Purchaser has effected the Closing with knowledge of such breach.
By Shareholder. To the extent permitted by law, Shareholder will indemnify and hold harmless Buyer, its officers, directors, successors and assigns, from and against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement of a material fact contained in any written information furnished by Shareholder to Buyer, and will reimburse Buyer for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action, provided that Shareholder will be liable in any such case solely to the extent that such claim, loss, damage, liability or action relates to the reasonable reliance by Buyer or any other third party upon such inaccurate information furnished by Shareholder.
By Shareholder. For purposes of this Section 4(a), “willful breach” shall mean an act or failure to act of such person with the actual knowledge that the taking of such act or the failure to take such act would constitute a material breach of this Section 4(a).
By Shareholder. Shareholder shall deliver:
By Shareholder. Upon the terms and subject to the conditions set forth in this Article 6, Shareholder shall indemnify, defend and hold harmless Buyer, the Company and their Affiliates, shareholders, directors, officers, employees, agents and other representatives (collectively, the "Buyer Indemnified Parties"), from and against all Claims asserted against, resulting to, imposed upon or incurred by any Buyer Indemnified Party, directly or indirectly, by reason of, arising out of or resulting from: (a) any inaccuracy or breach of any representation or warranty of Shareholder contained in or made pursuant to this Agreement; (b) any breach of any covenant of Shareholder contained in or made pursuant to this Agreement; or (c) any other Claim arising with respect to the conduct of the Business prior to the Effective Time (including any indebtedness for borrowed money), other than accrued expenses, accounts payable and such other ongoing obligations incurred in the ordinary course of business and consistent with past practice, and other than any Liability disclosed to Buyer in this Agreement or the Disclosure Schedule.
By Shareholder and Seller after September 22, 2000, if any of the conditions set forth in Article VII hereof, to which their obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of any of them; or
By Shareholder. Shareholder agrees to defend, indemnify and hold harmless Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the “Buyer Indemnitees”) from and against, and pay or reimburse Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys’ and accountants’ fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, the “Losses”), resulting from or arising out of:
