OF THE BUYER Sample Clauses

OF THE BUYER. As an inducement to, and to obtain the reliance of the Company in connection with entering into this Agreement, Buyer represents and warrants as follows:

OF THE BUYER. The Supplier shall at all times indemnify the Buyer against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of: (i) any claim of breach of any express or implied warranty or negligence or strict liability, product liability, or similar theory in connection with the production, design, sale, or use of any of the Products purchased by the Buyer; (ii) any claims of patent or trademark infringement, or other violation of intellectual property rights, of third persons in connection with the production, design, sale, or use of any of the Products purchased by Buyer under this agreement or the use of the trademarks, trade names, logos, or other intellectual property pertaining to those; and (iii) all other claims and liabilities of every kind or character arising out of, or related to, the production, design, sale, or use of the Products purchased by the Buyer under this agreement, unless these claims or liabilities result solely from the Buyer's gross negligence or knowing violation of law.

OF THE BUYER. As an inducement to, and to obtain the reliance of the Sellers in connection with the issuance of CBDS Stock, Buyer represents and warrants as follows:

OF THE BUYER. At any time and from time to time after the Closing, at the Seller’s reasonable request and without further consideration therefor, the Buyer shall execute and deliver to the Seller such other documents or instruments of assumption, provide such materials and information and take such other actions, as may reasonably be requested in order more effectively to assume from the Seller, or confirm the obligations of the Buyer under, all of the Assumed Liabilities, and otherwise to cause the Buyer to fulfill its obligations under the Transaction Agreements to which it is a party.

OF THE BUYER. As an inducement to the Seller to enter into this Agreement, the Buyer hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date as follows:

OF THE BUYER. As an inducement to, and to obtain the reliance of the Sellers in connection with its purchase of the shares of Common Stock, Buyer represents and warrants as follows:

OF THE BUYER. In the event of delay under this Agreement caused by the Buyer, subject to proof by the Contractor, the Buyer shall be responsible for any cost, direct loss or damage arising from such delay. The remedy of such loss or damage shall not relieve the Buyer from any other liabilities arising from other provisions of this Agreement.

OF THE BUYER. 1.1 The BUYER undertakes that no official of the BUYER, connected directly or indirectly with the contract, will demand, take a promise for or accept, directly or through intermediaries, any bribe, consideration, gift, reward, favour or any material or immaterial benefit of any other advantage form the BIDDER, either for themselves or for any person, organization or third party related to the contract in exchange for an advantage in the bidding process, bid evaluation, contracting or implementation process related to the contract. 1.2 The BUYER will, during the pre-contract stage, treat all BIDDERs alike and will provide to all BIDDERs the same information and will not provide any such information to any particular BIDDER which could afford an advantage to that particular BIDDER in comparison to other BIDDERs. 1.3 All the officials of the BUYER will report to the appropriate Government office any attempted or completed breaches of the above commitments as well as any substantial suspicion of such a breach. 1. In case any such preceding misconduct on the part of such official(s) is reported by the BIDDER to the BUYER with full and verifiable facts and the same is prima facie found to the correct by the BUYER, necessary disciplinary proceedings, or any other action as deemed fit including criminal proceedings may be initiated by the BUYER and such a person shall be debarred from further dealings related to the contract process. In such a case while an enquiry in being conducted by the BUYER the proceedings under the contract would not be stalled. C ommitments of BIDDERs I. The BIDDER commits itself to take all measures to prevent corrupt practices, unfair means and illegal activities during any stage of its bid or during an pre-contract or post- contract stage in order to secure the contract or in furtherance to secure it and in particular commit itself to the following :- 3.1 The BIDDER will not offer, directly or through intermediaries, any bribe, gift, consideration, reward, favour, any material immaterial benefit or other advantage, commission, fees, brokerage or inducement to any official of the BUYER, connected directly or indirectly with the bidding process, or to any person, organization or third party related to the contract in exchange for any advantage in the bidding, evaluation, contracting and implementation of the contract. 3.2 The BIDDER further undertakes that it has not given, offered or promised to give, directly or indirectly any bribe, gi...

OF THE BUYER. This Agreement (including the Schedules hereto) embodies the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior written or oral commitments, arrangements or understandings between the parties with respect thereto and all prior drafts of this Agreement, except the Management Agreement. There are no restrictions, agreements, promises, warranties, covenants or undertakings with respect to the transactions contemplated hereby other than those expressly set forth herein or in the Documents. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach, whether or not similar. This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties hereto. This Agreement may be executed by facsimile signature(s) or original signature and in any number of counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original. All accounting terms used herein which are not expressly defined or modified in this Agreement shall have the respective meanings given to them in accordance with GAAP. Disclosure of any matter in any Schedule hereto or in the Financial Statements shall be considered as disclosure pursuant to any other provision, subprovision, section or subsection of this Agreement or Schedule to this Agreement.

OF THE BUYER. Xxxxx understands that this information will be held in confidence and will only be used for the purpose of Seller’s due diligence of the Buyer, and possibly extending credit to Buyer.