Seller and Purchaser each represents and warrants to other that it has not dealt with any broker in connection with this sale other than (“Broker”) and Seller shall pay Broker any commission earned pursuant to a separate agreement between Seller and Broker. Seller and Purchaser shall indemnify and defend each other against any costs, claims and expenses, including reasonable attorneys’ fees, arising out of the breach on their respective parts of any representation or agreement contained in this paragraph. The provisions of this paragraph shall survive Closing or, if Closing does not occur, the termination of this contract.
Seller and Purchaser. As of the date of this Agreement, each of Purchaser and Seller represents and warrants to each other as to itself as follows:
Seller and Purchaser acknowledge and agree that to the extent the annual reconciliation of pass-throughs for the 1998 calendar year are not completed prior to the Closing, Seller, rather than Purchaser, shall have the right and obligation to complete such reconciliations and to collect and retain reimbursements from Tenants or pay reimbursements to Tenants, as applicable.
Seller and Purchaser acknowledge and agree that neither this Agreement nor a memorandum thereof shall be recorded against the Property.
Seller and Purchaser hereby jointly and severally agree to indemnify the Escrow Agent, its officers, directors, partners, employees and agents (each hereinafter referred to as an "INDEMNIFIED PARTY") against, and hold each Indemnified Party harmless from, any and all reasonable and documented out-of-pocket expenses, including, without limitation, reasonable attorneys' fees and court costs, losses, costs, damages and claims, including, but not limited to, costs of investigation, litigation, tax liability (other than taxes payable with respect to fees paid or other income hereunder) suffered or incurred by any Indemnified Party in connection with or arising from or out of this Escrow Agreement, except such acts or omissions as may result from the fraud, willful misconduct or gross negligence of, or material breach of this Escrow Agreement by, such Indemnified Party. IT IS THE EXPRESS INTENT OF EACH OF SELLER AND PURCHASER TO INDEMNIFY EACH OF THE INDEMNIFIED PARTIES FOR, AND HOLD THEM HARMLESS FROM AND AGAINST, SELLER'S OR PURCHASER'S NEGLIGENT ACTS OR OMISSIONS. If any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought from Seller and Purchaser pursuant to this SECTION 10, or an Indemnified Party receives notice from any potential claimant, such Indemnified Party shall, as promptly as practicable after receiving notice thereof, give written notice to Seller and Purchaser of the commencement of such action or proceeding or of the existence of any such claim (any such action, proceeding or notice hereinafter referred to as a "CLAIM") and furnish Seller and Purchaser with copies of any summons or other legal process received by such Indemnified Party and other documents and information in the possession of such Indemnified Party as to the nature and basis of the claim; provided that no failure to give or delay in giving such notice or such documents and information shall relieve Seller or Purchaser from any of their indemnification obligations hereunder except to the extent such obligations could have been reduced or avoided in the absence of such failure or delay. In the event that any Claim shall be brought against any Indemnified Party, Seller and Purchaser will be entitled to participate in the defense of such Claim, and, after written notice from Seller and Purchaser to such Indemnified Party, to jointly assume the defense of such Claim with a single counsel mutually agreed upon and appointed by Seller and Purchaser and...
Seller and Purchaser i) For the purposes of this contract, the Seller refers to Party A as mentioned in Part 1. a) i) Definitions clause and the main subject of photography session.
Seller and Purchaser. In this Contract, the Seller and the Purchaser include their respective officers, employees, agents, directors, partners, representatives, successors, heirs and members.
Seller and Purchaser. (a) share a common legal and commercial interest in all of the information and communications that may be subject to such protections and privileges; (b) are or may become joint defendants in Proceedings to which such protections and privileges may relate; and (c) intend that such protections and privileges remain intact should any of the Parties become subject to any actual or threatened Proceeding to which such information or communications relate. Seller agrees that Seller and its Affiliates shall have no right or power on or after the Closing Date to assert or waive any such protections or privileges included in the Transferred Assets. Seller shall take any actions reasonably requested by Purchaser, at the sole cost and expense of Purchaser unless Purchaser is entitled to indemnification therefor under the provisions of Article 11, in order to permit Purchaser to preserve and assert any such protections or privileges included in the Transferred Assets.
Seller and Purchaser acknowledge that, except as provided in clause 12.13 below, the Consideration represents expenditure incurred by the Purchaser in acquiring plant and machinery relating to the Interests only to the extent shown by the allocations set out in Schedule 2. Seller covenants that it will treat the said allocated expenditure on plant and machinery as disposal proceeds for the purposes of sections 60 and 61 of the Capital Allowances Act 2001, and Purchaser covenants that it will treat such amoxxx xx xapital expenditure incurred for the purposes of Part 2 of the Capital Allowances Act 2001.
Seller and Purchaser each acknowledges and agrees that the original intent of the parties as evidenced in the Agreement of Sale was to consummate the transactions contemplated in the Agreement of Sale with respect to the Oakton Property and the Towngate Property on a joint contemporaneous basis. Seller and Purchaser now have agreed that the transaction contemplated in the Agreement of Sale with respect to the Oakton Property and the transaction contemplated in the Agreement of Sale with respect to the Towngate Property shall be consummated separately subject to and in accordance with the terms and provisions of the Agreement of Sale applicable to each of the Oakton Property and the Towngate Property. Seller and Purchaser each confirms and agrees that all of the terms and provisions of the Agreement of Sale shall be interpreted so as to effectuate the foregoing intent and agreement of the parties to the fullest extent possible. In furtherance and not in limitation of the foregoing, Seller and Purchaser each specifically agrees (a) that occurrence of the "Oakton Closing" (as hereinafter defined) and the "Towngate Closing" (as hereinafter defined) shall not in any manner be related to or conditioned upon the occurrence of the other Closing; (b) that Purchaser, by consummating the Oakton Closing, shall not thereby have any obligation to consummate the Towngate Closing; and (c) that in the event Purchaser exercises its right under Section 12(b) of the Agreement of Sale to terminate the Agreement of Sale with respect to the Oakton Property on or before the Oakton Study Period Termination Date, then Seller shall have the right to terminate the Agreement of Sale with respect to the Towngate Property by delivering written notice of such termination within three business days of Seller's receipt of Purchaser's termination notice under Section 12(b), in which event the Towngate Deposit and all accrued interest thereon shall be refunded to Purchaser, and no party shall have any further rights, liabilities, or obligations in connection with the Agreement of Sale with respect to the Towngate Property, except for those which may arise under Section 12(c) of the Agreement of Sale with respect to the Towngate Property. All references in the Agreement of Sale to "Properties" shall be deemed to mean and refer to each of the Oakton Property and the Towngate Property, as may be applicable and as the context may require.
