Shareholder Materials. Notwithstanding anything to the contrary herein, Interbrew on the one hand and each of the Stichting and EPS, severally but not jointly, on the other hand, agree to indemnify, defend and hold harmless each SB Group Company, its respective directors and officers, and any person who controls such SB Group Company, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, claim or other Liability (including the reasonable cost of investigation) which such SB Group Company or any such person may incur under Applicable Law or otherwise, insofar as such loss, damage, expense, claim or other Liability arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information (including financial statements) furnished by or on behalf of such Party to such SB Group Company for use in any AmBev Shareholders' Meeting Material, or (ii) any omission or alleged omission to state a material fact in connection with such written information specified in clause (i) of this paragraph required to be stated in such AmBev Shareholders' Meeting Materials necessary to make such information not misleading with respect to such Party.
Appears in 3 contracts
Sources: Contribution and Subscription Agreement (Interbrew S A), Contribution and Subscription Agreement (American Beverage Co Ambev), Contribution and Subscription Agreement (American Beverage Co Ambev)