Effective at the Closing. Buyer hereby indemnifies each Seller Company and each of its directors, officers, employees and agents against and agrees to hold it harmless from any and all Damages incurred or suffered by such Seller by reason of, or resulting from or arising out of any misrepresentation or breach of warranty made by Buyer pursuant to this Agreement; provided that Buyer shall have an obligation to pay Damages pursuant to this clause (c) only to the extent such Damages in the aggregate shall exceed $1,000,000.
Effective at the Closing. This Agreement shall automatically take effect if and when the Closing occurs. Unless and until the Closing occurs, this Agreement shall be of no force or effect.
