Common use of Obligations of Purchaser Clause in Contracts

Obligations of Purchaser. From and after the Closing, Purchaser agrees to indemnify, defend and hold harmless each Seller from and against any and all Losses which any of them may suffer, incur, or sustain arising out of, attributable to, or resulting from: (a) any breach or nonperformance of any of the covenants or other agreements made by Purchaser in Article VI of this Agreement; (b) any inaccuracy in or breach of any of the representations and warranties of Purchaser contained in Article IV of this Agreement; (c) any obligations of any of the SMR Companies to the FSI ESOP arising prior to the Closing Date (including for the Department of Labor settlement described on Schedule 11.3 hereof provided that the accruals for such settlement are reflected on the Closing Balance Sheet), other than for the matters described in Section 11.2(d); (d) any claims by any employees or former employees of the SMR Companies, including, without limitation, relating to their employment with the SMR Companies, termination of employment or change in benefits or compensation, except for matters which would constitute a breach of the representations and warranties made by Seller in Section 3.12; or (e) any actions taken as a director, officer, partner or manager of any of the SMR Companies prior to the Closing Date to the maximum extent permitted for directors, officers, partners or managers under applicable state corporate, partnership and limited liability company laws, except for matters for which Purchaser is entitled to indemnification under Section 11.2; or (f) any Taxes imposed on any of the Sellers or SMR Companies with respect to taxable periods ending on or before the Closing Date or, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such period ending on the Closing Date (determined in accordance with Section 13.2(a)(ii)) by reason of (i) the Election (subject to Section 13.1(c)(iii) and the last sentence of Section 13.1(g)) or (ii) any action taken by any SMR Company (other than the Election) after the Closing or by or at the direction of the Purchaser (including without limitation the filing of an amended Tax Return for an SMR Company in respect of a period (or portion thereof) ending on or prior to the Closing Date without the consent of the Sellers).

Obligations of Purchaser. From and after (a) Following the Closing, subject to the terms of this Article VIII, Purchaser agrees to indemnify, defend shall indemnify and hold harmless each Seller, its Affiliates and their respective directors and officers, shareholders, employees, representatives and other agents (collectively, the “Seller Indemnified Parties”) from and against any and all Losses which incurred by any Seller Indemnified Party by reason of them may suffer, incur, or sustain arising out of, attributable to, or resulting from: (ai) any breach or nonperformance of any of the covenants or other agreements made by Purchaser in Article VI of this Agreement; (b) any inaccuracy in or breach of any of the representations and or warranties of Purchaser contained in Article IV (in each case, as of this Agreement; the Closing Date, except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case as of such earlier date), (cii) any obligations breach of or default in the performance of any of the SMR Companies covenants or agreements of Purchaser contained in this Agreement that by their terms are to the FSI ESOP arising prior be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date (including for the Department of Labor settlement described on Schedule 11.3 hereof provided that the accruals for such settlement are reflected on the Closing Balance Sheet), other than for the matters described in Section 11.2(d); (d) any claims by any employees or former employees of the SMR Companies, including, without limitation, relating to their employment with the SMR Companies, termination of employment or change in benefits or compensation, except for matters which would constitute a breach of the representations and warranties made by Seller in Section 3.12; or (e) any actions taken as a director, officer, partner or manager of any of the SMR Companies prior to the Closing Date to the maximum extent permitted for directors, officers, partners or managers under applicable state corporate, partnership and limited liability company laws, except for matters for which Purchaser is entitled to indemnification under Section 11.2; or (f) any Taxes imposed on any of the Sellers or SMR Companies with respect to taxable periods ending on or before the Closing Date or, with respect to any taxable period beginning before and ending after the Closing Date, including without limitation Purchaser’s obligations under Section 5.2(a); (iii) the portion conduct of such period ending on the Closing Date (determined in accordance with Section 13.2(a)(ii)) Business during the Interim Period, including by reason of any actions or failures to act of Purchaser relating to the Business, the Coal Mining Permits and Environmental Permits (i) including bonds and other security therefor), the Election (subject to Section 13.1(c)(iii) Owned Real Property, the Leased Real Property and the last sentence of Section 13.1(g)) Purchaser’s mining operations or (iiiv) any action taken by Liabilities or Costs of Purchaser or any SMR Company of its Affiliates (other than the Election) after the Closing Liabilities or by or at the direction Costs of the Purchaser (including without limitation the filing of an amended Tax Return for an SMR Company in respect of a period (or portion thereof) ending on its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing Date without Closing) or the consent businesses, Contracts, properties or assets of Purchaser or any of its Affiliates (other than Liabilities or Costs of the SellersCompany or its Subsidiaries that are not Excluded Liabilities and that arise from events, circumstances, actions, or any failure to act prior to the Closing).

Obligations of Purchaser. From and after Prior to the Closing, Purchaser agrees to indemnify, defend and hold harmless each Seller from and against any and all Losses which any of them may suffer, incurTermination Date, or sustain arising out of, attributable to, or resulting from: (a) any breach or nonperformance of any of the covenants or other agreements made by Purchaser in Article VI earlier termination of this Agreement; (b) , the Purchaser shall not, directly or indirectly, negotiate or deal with any inaccuracy in party other than Aura relating to an Alternative Transaction involving the Purchaser or breach the acquisition by the Purchaser of all or any part of the outstanding shares or assets or property of any other person, or solicit enquiries or provide information with respect to same. Notwithstanding the foregoing, nothing contained in this Agreement shall be interpreted to extend to the acts or omissions of any person acting in his or her capacity as a director or officer of the representations and warranties Purchaser or otherwise to xxxxxx the proper exercise of Purchaser discretion of such person. In addition, nothing contained in Article IV this Agreement will prohibit, prevent or restrict the Purchaser furnishing or from providing information in respect of this Agreement; (c) any obligations of any of the SMR Companies or otherwise responding to the FSI ESOP arising prior to the Closing Date (including for the Department of Labor settlement described on Schedule 11.3 hereof provided that the accruals for such settlement are reflected on the Closing Balance Sheet)or engaging in discussions or negotiations in respect of, other than for the matters described in Section 11.2(d); (d) any claims by any employees or former employees of the SMR Companies, including, without limitation, relating to their employment with the SMR Companies, termination of employment or change in benefits or compensation, except for matters which would constitute an unsolicited Alternative Transaction not resulting from a breach of this Section 10.02, or the representations and warranties made by Seller in Section 3.12; or (e) any actions taken as a director, officer, partner or manager of any directors of the SMR Companies prior Purchaser, in the fulfilment of their fiduciary duties, from supporting or facilitating any such unsolicited Alternative Transaction, or the Purchaser from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of the Purchaser determine in good faith, after consultation, to the Closing Date to extent considered appropriate by the maximum extent permitted for directors, officerswith its financial and legal advisors, partners that such unsolicited Alternative Transaction constitutes, or managers under applicable state corporatecould reasonably be expected to lead to or result in, partnership and limited liability company lawsa transaction that would, except for matters for which Purchaser is entitled to indemnification under Section 11.2; or (f) any Taxes imposed on any of the Sellers or SMR Companies with respect to taxable periods ending on or before the Closing Date or, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such period ending on the Closing Date (determined if consummated in accordance with Section 13.2(a)(ii)) by reason of (i) its terms, be more favourable to the Election (subject to Section 13.1(c)(iii) and Purchaser or the last sentence of Section 13.1(g)) or (ii) any action taken by any SMR Company (other than the Election) after the Closing or by or at the direction shareholders of the Purchaser (including without limitation than the filing of an amended Tax Return for an SMR Company in respect of a period (or portion thereof) ending on or Transaction provided, however, that prior to taking such action, the Closing Date without the consent directors of the Sellers)Purchaser shall have concluded, after considering applicable laws, and receiving advice of outside counsel that such action would be a proper exercise of its fiduciary duties, or is otherwise required under, applicable laws, that it is appropriate that the directors take such action in order to properly discharge their fiduciary duties or that such action is otherwise required under applicable laws.

Obligations of Purchaser. From All actions taken by or on behalf of Purchaser shall be in accordance with all applicable laws, rules and after regulations of the Closingappropriate governmental authorities having jurisdiction over the Property and in compliance with any insurance maintained by Seller over, or with respect to, the Property. Purchaser agrees shall (A) not unreasonably interfere with the use of the Land or Improvements by the Tenants, (B) not unreasonably interfere with the operation and maintenance of the Land and Improvements, (C) not injure or otherwise cause bodily harm to indemnifySeller, its agents, contractors and employees, or any Tenants, or their agents, contractors and employees, (D) promptly pay when due the cost of all Inspections, (E) not permit any liens to attach to the Land or Improvements by reason of the exercise of its rights hereunder, (F) restore the Land and Improvements to the condition which existed immediately prior to each of the Inspections to the extent any change in the condition is the result of the Inspection, (G) defend and hold harmless indemnify Seller, its affiliates, and each Seller of their members, managers, agents and employees, from and against any and all Losses which any of them may sufferliability, incurloss, or sustain arising out ofcost, attributable to, or resulting from: expense and damage (a) any breach or nonperformance of any of the covenants or other agreements made by Purchaser in Article VI of this Agreement; (b) any inaccuracy in or breach of any of the representations and warranties of Purchaser contained in Article IV of this Agreement; (c) any obligations of any of the SMR Companies to the FSI ESOP arising prior to the Closing Date (including for the Department of Labor settlement described on Schedule 11.3 hereof provided that the accruals for such settlement are reflected on the Closing Balance Sheet), other than for the matters described in Section 11.2(d); (d) any claims by any employees or former employees of the SMR Companies, including, without limitation, relating to their employment reasonable attorneys’ fees) incurred by any of them in connection with the SMR CompaniesInspections, termination of employment or change in benefits or compensationincluding without limitation, except for matters which would constitute a breach of the representations and warranties made by Seller in Section 3.12; or (e) any actions taken as a director, officer, partner or manager of any of the SMR Companies prior to the Closing Date to the maximum extent permitted for directors, officers, partners or managers under applicable state corporate, partnership and limited liability company laws, except for matters for which Purchaser is entitled to indemnification under Section 11.2; or (f) any Taxes imposed on any of the Sellers or SMR Companies with respect to taxable periods ending on or before the Closing Date or, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such period ending on the Closing Date (determined in accordance with Section 13.2(a)(ii)) by reason of (i) claims made by any Tenant against Seller for Purchaser’s interference with any Tenant’s use or damage to its premises or property in connection with Purchaser’s review of the Election (subject to Section 13.1(c)(iii) Property, and the last sentence of Section 13.1(g)) or (ii) Purchaser’s obligations pursuant to this Section 5(c), (H) provide Seller, promptly after receipt, with copies of all written reports, tests and other written information regarding the Inspections, and (I) prior to and as a condition to any action taken by Inspections, deliver to Seller certificates of insurance evidencing comprehensive liability insurance (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to Seller, and naming Seller as an additional insured. Purchaser shall not be obligated to indemnify Seller for claims resulting merely from Purchaser’s discovery of any SMR Company matter except to the extent that the Inspections aggravated, increased or spread the matter discovered. The obligations of Purchaser under this Section 5(c) shall survive for one (other than the Election1) year after the Closing or the earlier termination of this Agreement except for obligations to indemnify Seller for claims made against Seller by or at third parties, which shall survive until the direction applicable statute of the Purchaser (including without limitation the filing of an amended Tax Return for an SMR Company in respect of a period (or portion thereof) ending on or prior to the Closing Date without the consent of the Sellers)limitations has expired.

Obligations of Purchaser. From and after Prior to the Closing, Purchaser agrees to indemnify, defend and hold harmless each Seller from and against any and all Losses which any of them may suffer, incurTermination Date, or sustain arising out of, attributable to, or resulting from: (a) any breach or nonperformance of any of the covenants or other agreements made by Purchaser in Article VI earlier termination of this Agreement; (b) , the Purchaser shall not, directly or indirectly, negotiate or deal with any inaccuracy party other than Global shopCBD relating to an Alternative Transaction involving the Purchaser, or solicit enquiries or provide information with respect to same. Notwithstanding the foregoing, nothing contained in this Agreement shall be interpreted to extend to the acts or breach omissions of any person acting in his or her capacity as a director or officer of the representations and warranties Purchaser or otherwise to xxxxxx the proper exercise of Purchaser discretion of such person. In addition, nothing contained in Article IV this Agreement will prohibit, prevent or restrict the Purchaser from furnishing or providing information in respect of this Agreement; (c) any obligations of any of the SMR Companies or otherwise responding to the FSI ESOP arising prior to the Closing Date (including for the Department of Labor settlement described on Schedule 11.3 hereof provided that the accruals for such settlement are reflected on the Closing Balance Sheet)or engaging in discussions or negotiations in respect of, other than for the matters described in Section 11.2(d); (d) any claims by any employees or former employees of the SMR Companies, including, without limitation, relating to their employment with the SMR Companies, termination of employment or change in benefits or compensation, except for matters which would constitute an unsolicited Alternative Transaction not resulting from a breach of this Section 9.01, or the representations and warranties made by Seller in Section 3.12; or (e) any actions taken as a director, officer, partner or manager of any directors of the SMR Companies prior Purchaser, in the fulfilment of their fiduciary duties, from supporting or facilitating any such unsolicited Alternative Transaction, or the Purchaser from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of the Purchaser determine in good faith, after consultation, to the Closing Date to extent considered appropriate by the maximum extent permitted for directors, officerswith its financial and legal advisors, partners that such unsolicited Alternative Transaction constitutes, or managers under applicable state corporatecould reasonably be expected to lead to or result in, partnership and limited liability company lawsa transaction that would, except for matters for which Purchaser is entitled to indemnification under Section 11.2; or (f) any Taxes imposed on any of the Sellers or SMR Companies with respect to taxable periods ending on or before the Closing Date or, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such period ending on the Closing Date (determined if consummated in accordance with Section 13.2(a)(ii)) by reason of (i) its terms, be more favourable to the Election (subject to Section 13.1(c)(iii) and the last sentence of Section 13.1(g)) or (ii) any action taken by any SMR Company (other Purchaser than the Election) after Transaction provided, however, that prior to taking such action, the Closing or by or at the direction directors of the Purchaser shall have concluded, after considering applicable laws, and receiving advice of outside counsel, that such action would be a proper exercise of its fiduciary duties, or is otherwise required, under applicable laws, that it is appropriate that the directors take such action in order to properly discharge their fiduciary duties or that such action is otherwise required under applicable laws. In the event the Purchaser receives any form of offer or inquiry, the Purchaser shall forthwith (including without limitation the filing in any event within one business day following receipt) notify Global shopCBD of an amended Tax Return for an SMR Company in respect of a period (such offer or portion thereof) ending on or prior to the Closing Date without the consent of the Sellers)inquiry and provide Global shopCBD with such details as it may request.

Obligations of Purchaser. From and after Prior to the Closing, Purchaser agrees to indemnify, defend and hold harmless each Seller from and against any and all Losses which any of them may suffer, incurTermination Date, or sustain arising out of, attributable to, or resulting from: (a) any breach or nonperformance of any of the covenants or other agreements made by Purchaser in Article VI earlier termination of this Agreement; (b) , the Purchaser shall not, directly or indirectly, negotiate or deal with any inaccuracy party other than AlphaMind relating to an Alternative Transaction involving the Purchaser, or solicit enquiries or provide information with respect to same. Notwithstanding the foregoing, nothing contained in this Agreement shall be interpreted to extend to the acts or breach omissions of any person acting in his or her capacity as a director or officer of the representations and warranties Purchaser or otherwise to xxxxxx the proper exercise of Purchaser discretion of such person. In addition, nothing contained in Article IV this Agreement will prohibit, prevent or restrict the Purchaser from furnishing or providing information in respect of this Agreement; (c) any obligations of any of the SMR Companies or otherwise responding to the FSI ESOP arising prior to the Closing Date (including for the Department of Labor settlement described on Schedule 11.3 hereof provided that the accruals for such settlement are reflected on the Closing Balance Sheet)or engaging in discussions or negotiations in respect of, other than for the matters described in Section 11.2(d); (d) any claims by any employees or former employees of the SMR Companies, including, without limitation, relating to their employment with the SMR Companies, termination of employment or change in benefits or compensation, except for matters which would constitute an unsolicited Alternative Transaction not resulting from a breach of this Section 9.01, or the representations and warranties made by Seller in Section 3.12; or (e) any actions taken as a director, officer, partner or manager of any directors of the SMR Companies prior Purchaser, in the fulfilment of their fiduciary duties, from supporting or facilitating any such unsolicited Alternative Transaction, or the Purchaser from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of the Purchaser determine in good faith, after consultation, to the Closing Date to extent considered appropriate by the maximum extent permitted for directors, officerswith its financial and legal advisors, partners that such unsolicited Alternative Transaction constitutes, or managers under applicable state corporatecould reasonably be expected to lead to or result in, partnership and limited liability company lawsa transaction that would, except for matters for which Purchaser is entitled to indemnification under Section 11.2; or (f) any Taxes imposed on any of the Sellers or SMR Companies with respect to taxable periods ending on or before the Closing Date or, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such period ending on the Closing Date (determined if consummated in accordance with Section 13.2(a)(ii)) by reason of (i) its terms, be more favourable to the Election (subject to Section 13.1(c)(iii) and the last sentence of Section 13.1(g)) or (ii) any action taken by any SMR Company (other Purchaser than the Election) after Transaction provided, however, that prior to taking such action, the Closing or by or at the direction directors of the Purchaser shall have concluded, after considering applicable laws, and receiving advice of outside counsel, that such action would be a proper exercise of its fiduciary duties, or is otherwise required, under applicable laws, that it is appropriate that the directors take such action in order to properly discharge their fiduciary duties or that such action is otherwise required under applicable laws. In the event the Purchaser receives any form of offer or inquiry, the Purchaser shall forthwith (including without limitation the filing in any event within one business day following receipt) notify AlphaMind of an amended Tax Return for an SMR Company in respect of a period (such offer or portion thereof) ending on or prior to the Closing Date without the consent of the Sellers)inquiry and provide AlphaMind with such details as it may request.