The Sellers. Section 9.01
The Sellers. (i) When any particular Seller (as opposed to the Sellers as a group) makes a representation, warranty, or covenant herein, then that representation, warranty, or covenant will be referred to herein as the "Several" obligation of such Sellers. This means that the particular Seller making the representation, warranty, or covenant will be solely responsible for any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any breach thereof. The covenants of each of Sellers in Sections 2(A) and 6(h) above concerning the sale of his Shares to Buyer and the representations and warranties of each of the Sellers in Section 3(a) above concerning the transaction are the Several obligations of the Sellers.
The Sellers. In the case of each Seller as an Indemnifying Party (i) any breach of any representation or warranty made by such Seller in Section 4 of this Agreement; (ii) any breach of any representation or warranty made by the Company in Section 5 of this Agreement (other than Section 5.11) or any breach or violation of any covenant or agreement made by the Company in this Agreement (other than with respect to Taxes which are covered by Section 11.6 hereof) to be performed at or prior to Closing; or (iii) any breach or violation of any covenant or agreement made by such Seller in this Agreement.
The Sellers. 2.1 The execution and delivery of this Agreement, and any of the Agreed Form documents to be executed, by the Sellers and the performance of and compliance with its terms and provisions will not:
The Sellers. 3.1(a)(1). Each of the Sellers is a corporation, sociedad anonima or limited liability company duly organized and validly existing under the Laws of the jurisdiction of its incorporation or organization.
The Sellers. Subsection 14.01 Additional Indemnification by the Sellers; Third Party Claims..................................................... Subsection 14.02 Merger or Consolidation of the Seller......................
The Sellers. In the case of each Seller as an Indemnifying Party (i) any breach of any representation or warranty made by such Seller in this Agreement or in any certificate required to be delivered under this Agreement; (ii) any breach of any representation or warranty (except with respect to capitalization in Section 5.1.3 and the penultimate sentence of Section 5.1.4) made by the Company in this Agreement or in any certificate required to be delivered under this Agreement; (iii) any breach or violation of any covenant or agreement made by such Seller in this Agreement; (iv) any breach of any representation or warranty with respect to capitalization in Section 5.1.3 or the penultimate sentence of Section 5.1.4 made by the Company in this Agreement; (v) any breach or violation of any covenant or agreement made by the Company in this Agreement to be performed prior to Closing and (vi) any Unpaid Expenses not subtracted from the calculation of Purchase Price pursuant to Section 3.1; provided, however, that for purposes of clauses (i) and (ii), each qualification as to materiality or Material Adverse Effect in the representations and warranties referred to therein shall be ignored; and provided, further, that for purposes of clauses (i) and (ii) only, no representation, warranty, agreement or covenant referred to therein shall be considered to be breached in respect of any single item or event, or series of related items or events, unless the Losses attributable to such single item or event, or series of related items or events, exceed $250,000 in the aggregate. For purpose of this Section 11, all notices to the Sellers as Indemnifying Parties, or otherwise, shall be delivered to the Sellers' Representative.
The Sellers. Each Seller, as to itself and not jointly, represents and warrants to the Buyer that the representations and warranties set forth in Sections 4.1 through 4.5 (including without limitation, the representations as to title matters in Section 4.2) of the Stock Purchase Agreement are true and correct as of the date of this Agreement and are incorporated herein; provided that for purposes of this Agreement, reference to the term "Agreement" in the Stock Purchase Agreement shall mean both the Stock Purchase Agreement and this Agreement.
The Sellers. EMC will keep in full force and effect its existence, all rights and franchises as a corporation under the laws of the State of its incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement. Master Funding will keep in full force and effect its existence, all rights and franchises as a limited liability company under the laws of the State of its formation and will obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement.
The Sellers indemnification obligation hereunder shall become effective only when the cumulative amount of individual Losses indemnifiable (i.e. exceeding ITL 50 million) by the Seller pursuant to Section 9.2.1 exceeds ITL 1,000,000,000 (one billion), on the understanding that, if said threshold is exceeded, the Seller shall be liable to pay only the exceeding amount.
