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. 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. Following the Closing, Buyers shall indemnify and hold harmless Sellers at all times from and after the Closing Date against and in respect of Losses arising from or relating to: (i) any breach of any representation or warranty (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) made by Buyers in this Agreement; and (ii) any breach of any covenant and agreement (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such covenant or agreement) made by Buyers in this Agreement.
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. 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:
By Buyers. By the Buyers on the occurrence of any event which has a Sellers Material Adverse Effect, which termination shall become effective as of the date the non-terminating Party is deemed under this Agreement to have received such termination notice.
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:
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).
