By Buyers Sample Clauses

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. By Buyers, if any of the conditions provided in Section 9.2 are not capable of being satisfied, complied with or performed in any material respect due to a breach by Sellers which Sellers cannot cure, and Buyers shall not have waived such failure of satisfaction, noncompliance or nonperformance.

By Buyers. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyers shall deliver or cause to be delivered: (i) to Sellers, a payment in an aggregate amount equal to the Closing Cash Consideration by wire transfer of immediately available funds pursuant to instructions set forth in the Funds Flow Memorandum; (ii) to the Escrow Agent, a payment in an amount equal to the Escrow Amount by wire transfer of immediately available funds pursuant to instructions in the Escrow Agreement, which amount shall be held by the Escrow Agent in an escrow fund, subject to the terms of the Escrow Agreement and this Agreement; (iii) pursuant to instructions set forth in the Funds Flow Memorandum, payments by wire transfer of immediately available funds to the applicable third parties or Buyers, as the case may be, of the Reimbursable Buyer Transaction Expenses; (iv) pursuant to instructions set forth in the Funds Flow Memorandum, on behalf of the Sellers, payments by wire transfer of immediately available funds to the applicable third parties or Sellers, as the case may be, of the Reimbursable Company Transaction Expenses; (v) if the Closing Contribution Adjustment Amount is a negative number, a payment to the Company on behalf of the Sellers in an amount equal to the absolute value of the Closing Contribution Adjustment Amount, by wire transfer of immediately available funds pursuant to instructions set forth in the Funds Flow Memorandum; provided, that if the Closing Contribution Adjustment Amount is a negative number that results in a Sellers’ Closing Payment Amount, then Buyers shall deliver a payment to the Company on behalf of the Sellers in an amount equal to the absolute value of the Closing Contribution Adjustment Amount less the Sellers’ Closing Payment Amount, by wire transfer of immediately available funds pursuant to instructions set forth in the Funds Flow Memorandum (for the avoidance of doubt, the aggregate amount of payments required to be made by Buyers pursuant to this Section 1.03(b) shall in no event exceed $203,000,000); (vi) the certificate contemplated by Section 6.03(c); and (vii) a counterpart of the LLC Agreement, duly executed by Xxxxxx.

By Buyers. (a) in the event the transactions contemplated by this Agreement have been prohibited or enjoined by reason of any final judgment, decree or order entered or issued by a court of competent jurisdiction in litigation or proceedings involving either Buyers or Sellers; (b) pursuant to Section 5.4, 5.5, 8.5(3) or 8.5(5); (c) in the event Buyers are dissatisfied with their due diligence review of the Facilities in any respect; provided that this termination right shall expire at 5:00 CT on the Due Diligence Termination Date (as defined in Section 8.6); or (d) in the event Sellers breach or violate any material provision of this Agreement or fail to perform any material covenant or agreement to be performed by either under the terms of this Agreement and such breach, violation or failure is not cured prior to Closing or waived by Buyers at or prior to Closing.

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.

By Buyers. At the Closing, Buyers shall deliver to the Seller the following duly executed: (i) Noncompetition Agreements, (ii) Xxxxx Xxxxxxxx’x Consulting Agreement, (iii) Crew’s Consulting Agreement, (iv) the EWSI Series A Convertible Callable Preferred Stock shares, (v) EWSI’s Board of Director’s consent.

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. 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.