By the Seller Parties Sample Clauses

By the Seller Parties. From and after the Closing Date, the Seller Parties, jointly and severally, shall indemnify and hold harmless each of Parent and the Buyer and (if any) their respective successors and assigns, and their respective officers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable "attorneys", "consultants" and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith, including consequential and punitive damages) (collectively, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of or relate to (a) any breach of any of the representations, warranties, covenants or agreements of a Seller Party contained in this Agreement, (b) any Unassumed Liability, (c) any Liability arising out of or related to the actual or constructive termination of any employee by Seller or the LLC, 37 39 (d) any Liability arising out of employment-related claims relating to, or arising out of, the continued employment of employees by the Seller or the LLC (i.e., those who have not accepted employment with the Buyer as of the Closing Date), and (e) any Liability of the Seller or the LLC relating to any Excluded Asset.
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By the Seller Parties. To the extent provided in this Section 9, the Seller and the Seller Parent (the “Seller Parties”), jointly and severally, shall indemnify and hold Purchaser and Merchandisers, and their respective successors and assigns, and their respective officers, directors, employees, stockholders, agents, and affiliates (each, an “Indemnified Purchaser Party”) harmless from and against:
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By the Seller Parties. A. Each of the Managers (as to itself only and for or in respect of matters relating to that Manager’s applicable LLC or that LLC’s respective Property or Properties only) hereby warrants, represents and/or covenants to the Buyer as follows (the representations and warranties of each of the Managers, in their respective capacities as the Managers of their respective LLCs, that are set forth in this Section 3.2.1.A being referred to herein collectively as the “Manager’s Property Representations”):
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By the Seller Parties. On the Closing Date, the Seller Parties, as applicable, shall deposit or cause to be deposited in Escrow:
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By the Seller Parties. On the Closing Date, the Seller Parties, as applicable, shall deposit or cause to be deposited in Escrow, for each applicable LLC in which the Selling Members are selling their respective Membership Interests in that LLC and that LLC’s respective Property or Properties:
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By the Seller Parties. The Andrulis Family Sellers shall (jointly among members of the Andrulis Xxxxxx Xellers but severally with respect to R. John Chapel, Xx.) xxd R. John Chapel, Jr., severally and not jointly, in accordance with the proportions set forth on Schedule 2.2, protect, defend, indemnify and hold harmless the Buyer Parties from and against any and all Damages incurred by the Buyer Parties arising out of or resulting from:
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By the Seller Parties. Each of the Sellers, individually with respect to the representation and warranties set forth in ARTICLE 4 and each covenant undertaken on an individual basis, including without limitation the covenants contained in Sections 7.1 and 7.3, and jointly and severally with respect to the representations and warranties contained in ARTICLE 5 and each joint covenant, shall indemnify, save and hold harmless Acquiror, its Affiliates and Subsidiaries (including, following the Closing, the Company and its Subsidiaries), and its and their respective Representatives (collectively, the “Acquiror Indemnitees”), from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to:
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By the Seller Parties. The Company before the Closing and the Seller after the Closing shall protect, defend, indemnify and hold harmless the Buyer Parties from and against (i) any and all Damages incurred by the Buyer Parties arising out of or resulting from any breach of or inaccuracy in any of the representations or warranties of the Seller Parties, or any breach of any of their covenants and other agreements, in each case contained in this Agreement or any of the Other Agreement Documents (without giving effect to any amendment(s) to the Seller Parties’ disclosure schedules delivered pursuant to Section 7.4 hereof); provided however, that for purposes of determining Damages with respect to any breach of any such representations and warranties (but not for determining whether or not there has been a breach), such representations any warranties of the Seller Parties shall be deemed to have been made without any Materiality Qualifications, provided that the limitations of Section 10.4(a) hereof shall continue to apply nonetheless; and/or (ii) any Claim by or on behalf of Pxxxx Xxxxxxx against any Buyer Party arising out of any OARs previously issued to Mx. Xxxxxxx
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Related to By the Seller Parties

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

  • Indemnities by the Seller Parties (a) Without limiting any other rights that the Collateral Agent, any Managing Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify the Collateral Agent, the Managing Agents and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Collateral Agent, the Managing Agents or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of any breach by the Servicer (whether in its capacity as Servicer or in its capacity as Originator) of a representation, warranty, covenant or obligation made by the Servicer hereunder or under any other Transaction Document excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

  • Assignment by the Seller or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

  • Indemnity by the Seller The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Buyer Indemnitee:

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

  • Indemnities by the Seller Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

  • Representations of the Seller and the Depositor The respective agreements, representations, warranties and other statements by the Seller and the Depositor set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the closing under Section 2.02 and the transfers and assignments referred to in Section 7.04.

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement and the Closing Date that:

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

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