By Buyers. From time to time commencing on the date of this Agreement and until the Closing and the BRT Date, with respect to Brazil NewCo, or the earlier termination of this Agreement, each Buyer shall deliver to Parent written notice of any material breach of any representation, warranty, covenant or agreement of such Buyer in this Agreement.
By Buyers. Buyers, on a joint and several basis, shall --------- indemnify and save and hold harmless Seller and its Related Parties from and against any and all Damages suffered by Seller or its Related Parties and caused by (i) any breach of any representation or warranty made by any Buyer in this Agreement; (ii) any breach of any covenant or agreement made by any Buyer in this Agreement (except as provided in (iv) below); (iii) any Buyer's use of any Permit, Non-Transferable Asset or Xxxx, but only to the extent such Damages arise out of such Buyer's actions after the Closing; (iv) any breach by any Buyer of its covenants or agreements set forth in Sections 2.3, 2.4, 2.5, the last paragraph of Section 6.3 and Sections 6.5 and 7.7 hereof; or (v) any Assumed Liability; provided, however, that there will be -------- ------- an aggregate ceiling equal to 30% of the Purchase Price on the obligations of Buyers to indemnify, save and hold harmless Seller and its Related Parties from and against Damages pursuant to Section 10.2(b)(i) and (ii) (and no ceiling on the obligations of Buyers under Sections 10.2(b)(iii), (iv) or (v)). Buyers will not have any liability (for indemnification or otherwise) under Section 10.2(b)(i) or (ii) until the total of all Damages with respect to such matters exceeds One Hundred Fifty Thousand Dollars ($150,000) in the aggregate, and then only to the extent of such excess (and no such threshold with respect to matters covered by Section 10.2(b)(iii), (iv) or (v)). For purposes of this Section 10.2(b), to the extent any claim for indemnification may be properly made pursuant to Section 10.2(b)(iii), (iv) or (v) and either Section 10.2(b)(i) or (ii), then such claim for indemnification to such extent shall be deemed to be made pursuant to Section 10.2(b)(iii), (iv) or (v) and not pursuant to Section 10.2(b)(i) or (ii).
By Buyers. Subject to the provisions of Section 9.1 hereof relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closing, Buyers, severally in proportion to their respective portions of the Investment Amount, agree to indemnify, defend and hold harmless the Shareholders, their Affiliates, and their officers, directors, partners, employees, agents, representatives, successors and any assigns of any of the foregoing (“Shareholder Indemnitees”) against all claims, losses, liabilities, damages, deficiencies, interest and penalties, costs and expenses, including, without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder (hereafter individually a “Loss” and collectively “Losses”) incurred by any of the Shareholder Indemnitees (after deduction of the amount of any insurance proceeds recovered by the Shareholder Indemnitees) arising out of or relating to: (A) any breach of any representation or warranty made by Buyers in this Agreement or any other Transaction Document or (B) any breach of any covenant, agreement or obligation of Buyers contained in this Agreement or any other Transaction Document. Notwithstanding the foregoing, with respect to direct claims made by a Shareholder Indemnitee against Buyers, damages shall constitute Losses for the purpose of this Section 9.2(a) only to the extent of the direct damages incurred by the Shareholder Indemnitee (excluding consequential damages, whether or not foreseeable), but Buyers shall be liable for all damages (including consequential damages) that form part of a third party claim against a Shareholder Indemnitee.
By Buyers. (i) upon a breach of any representation, warranty, covenant or obligation of Sellers set forth in this Agreement such that the conditions set forth in Section 6.1(a) or Section 6.1(b) are incapable of being satisfied and, if such breach is curable, such breach is not cured prior to the expiration of thirty (30) days following Sellers’ receipt of written notice thereof from Buyers; or (ii) if satisfaction of any of the conditions set forth in Section 6.1(a) or Section 6.1(b) is or becomes impossible (other than through the failure of Buyers to comply with any of its covenants or obligations under this Agreement); provided that Buyers will not be entitled to terminate this Agreement pursuant to this Section 7.1(b) at any time during which Buyers would be unable to satisfy the conditions set forth in Section 6.2(a) or Section 6.2(b).
By Buyers. At the Closing, Buyers shall deliver to the Seller the following duly executed:
1. Employment Agreement in the form of Exhibit A 2. Certificate of BUYER in the form of Exhibit F; and
3. Assignment and Assumption Agreement in the form of Exhibit C.
4. Evidence of the purchase of the Fifth Third Debt.
5. Releases of the guarantees and collateral of Stockholders related to the Fifth Third Debt.
By Buyers. 30 (c) Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 (i) Basket . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 (ii) Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 (iii) Cap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 (iv) Recoupment Under Notes and Preferred Stock . . . . . . . . . . . . . . . . . . . . . 31 (v) Arbitration Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 (d) Matters Involving Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 (e) Treatment of Indemnification Payments and Calculation of Losses . . . . . . . . . . . . . . . 35 7.
By Buyers. Subject to the limitations set forth in this paragraph 6, the Buyers will indemnify the Seller Indemnified Parties and hold them harmless from and against any Losses which any Seller Indemnified Party may suffer, sustain or become subject to, resulting from, arising out of or caused by:
(i) any breach by any Buyer of any representation or warranty set forth in paragraph 5 of this Agreement;
(ii) any liability or obligation of the Sellers which is an Assumed Liability; or
(iii) any failure of any Buyer to perform any of the covenants or agreements to be performed by it under this Agreement. It is understood and agreed by Sellers and Seller Stockholders that, except as expressly provided in this paragraph 6, after the Closing, the Buyers will not have any obligation or liability to the Seller Indemnified Parties, and they will have no claim or recourse against the Buyers, as a result of the events or of circumstances set forth in paragraph 6(b)(i), (ii) and (iii) above or otherwise arising out of or in connection with the transactions contemplated by this Agreement (except to the extent such claim or recourse arises out of another agreement to which a Buyer is a party), it being understood and agreed that the remedies provided for in this paragraph 6 will be the sole and exclusive remedies for any such claim by the Seller Indemnified Parties for any such matters, whether such claims are framed in contract, tort or otherwise.
By Buyers. Except to the extent provided in SECTION 10.3 as to customers of the Distribution Business, from and after the Effective Time and subject to the limitations set forth in SECTION 10.2(e)(iii), Buyers shall indemnify and save and hold harmless each Seller and its Affiliates, and their respective Representatives, from and against any and all Damages caused by, arising out of, asserted against, resulting from or incurred or suffered by such Seller or any of its Affiliates or Representatives in connection with (i) any misrepresentation or breach of any representation or warranty by Buyers in this Agreement or any Ancillary Agreement, (ii) the non-fulfillment of any covenant or agreement made by Buyers in or pursuant to this Agreement or any Ancillary Agreement, (iii) any of the Assumed Liabilities, and (iv) the ownership of the Assets from and after the Effective Time to the extent such Damages arise out of transactions, events or inaction of Buyer occurring on or after the Effective Time.
By Buyers. From and after the Closing, each Buyer shall jointly and severally indemnify each Seller and his agents and Affiliates (the "Seller Group") against, and hold them harmless from, any and all Damages paid, suffered or incurred by any member of the Seller Group as a result of or arising from the following:
(a) Any breach of any representation and warranty made in this Agreement by such Buyer;
(b) Any of the Assumed Liabilities and any Obligation arising after the Closing, the existence or creation of which does not breach any representation or warranty of Sellers and which is an Obligation of a Seller solely by virtue of such Seller being a shareholder of the Company; or
(c) Any breach of any covenant made in this Agreement by such Buyer.
By Buyers. Subject to Sections 11.03 and 11.04, from and after the Closing, Buyers shall jointly and severally indemnify, reimburse, defend and hold harmless Seller, its Affiliates and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Damages to the extent arising or resulting from (i) any inaccuracy or breach of any representation or warranty of Buyers or any of their Affiliates herein, or in any schedule, exhibit or attachment hereto (other than agreements to be executed at Closing); (ii) any breach by Buyers or any of their Affiliates of any of their covenants or agreements contained herein, or in any schedule, exhibit or attachment hereto (other than agreements to be executed at Closing); (iii) Buyers’ conduct of the Business or their activities related to the Product, the Product Inventory or the Purchased Assets following the Closing (except to the extent the same constitute Excluded Liabilities); or (iv) the failure of Buyers to pay, perform or discharge any Assumed Liabilities.
