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 that Seller. This means that the particular Seller making the representation, warranty, or covenant will be solely responsible for any Adverse Consequences the 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 the Sellers in Section 2(a) above concerning the sale of his or her Shares to the 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 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.
The Sellers. The Sellers, RWD Canada and RWD Colombia shall deliver written notice to the Buyers within three (3) Business Days of (a) the occurrence or non-occurrence of any event of which the Sellers, RWD Canada or RWD Colombia have knowledge, the occurrence or non-occurrence of which has caused any representation or warranty of the Sellers, RWD Canada or RWD Colombia contained herein to become untrue or inaccurate in any respect at or prior to the Closing, (b) the occurrence of any event that could reasonably be expected to have a Material Adverse Effect, including any material declines in revenue, (c) any Proceeding (whether or not the defense thereof or Liabilities in respect thereof are covered by insurance) initiated or threatened by or against the Sellers, RWD Canada or RWD Colombia; or (d) any failure of any Seller, RWD Canada or RWD Colombia to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Seller, RWD Canada or RWD Colombia hereunder.
The Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items (collectively, but only to the extent of execution by a Seller or its Affiliate, the “Seller Closing Deliveries”):
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. 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.