By Buyers Clause Samples
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 ▇▇▇▇, 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. From and after the Closing and subject to the limitations of this Article 12, Buyers will indemnify and hold harmless Seller, its Affiliates and any director, shareholder, employee or officer of Seller or any of its Affiliates (an "Indemnified Seller Party"), from and against the following (referred to herein as the "Indemnified Seller Claims"):
(a) any and all damages, losses, claims, deficiencies, liabilities, costs and expenses (including, but not limited to, any interest, penalties, fines, reasonable attorneys' fees and costs and expenses incurred in the defense or settlement of any claims of an Indemnified Seller Party covered by this Article 12) incurred or suffered by any Indemnified Seller Party arising out of:
(i) the operation by a Buyer or any of its Affiliates of the Business from and after the Closing Date, including, without limitation (A) the operation of the Business pursuant to any authority granted by Seller in accordance with Section 11.7 of this Agreement, under Seller's Health Care Licenses or (B) the operation of the Business without having obtained an approval, consent or license from a Regulatory Authority;
(ii) the Assumed Liabilities;
(iii) any breach of a representation or warranty on the part of Buyers contained in Article 6; provided, that for purposes of this Section 12.2(a)(iii) any qualification of such representations and warranties by reference to the materiality of matters stated therein, and any limitation of such representations and warranties as being "to the knowledge of," or words of similar effect, shall be disregarded in determining any breach thereof; or
(iv) any breach or nonfulfillment of any agreement or covenant to be performed by Buyers pursuant to this Agreement; and
(b) any and all actions, suits, claims, proceedings, demands, assessments, judgments, costs and other expenses (including reasonable attorneys' fees and disbursements) incident to any of the foregoing or to the enforcement of this Section 12.2.
(c) Notwithstanding anything to the contrary contained herein, Buyers shall not have any liability hereunder for any punitive damages or any overhead or general administrative expenses or costs (direct or indirect) of any Indemnified Seller Party. Buyers shall be entitled to all sources of recovery relating to an Indemnified Seller's Claim, including any proceeds of any right of setoff of amounts then due and payable or counterclaim, and any insurance proceeds realized by the Indemnified Seller's Party; p...
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:
(i) to Sellers, a payment in an aggregate amount equal to the Closing Cash Consideration by wire transfer of immediately available funds pursuant to instructions set forth in the Funds Flow Memorandum;
(ii) to the Escrow Agent, a payment in an amount equal to the Escrow Amount by wire transfer of immediately available funds pursuant to instructions in the Escrow Agreement, which amount shall be held by the Escrow Agent in an escrow fund, subject to the terms of the Escrow Agreement and this Agreement;
(iii) pursuant to instructions set forth in the Funds Flow Memorandum, payments by wire transfer of immediately available funds to the applicable third parties or Buyers, as the case may be, of the Reimbursable Buyer Transaction Expenses;
(iv) pursuant to instructions set forth in the Funds Flow Memorandum, on behalf of the Sellers, payments by wire transfer of immediately available funds to the applicable third parties or Sellers, as the case may be, of the Reimbursable Company Transaction Expenses;
(v) if the Closing Contribution Adjustment Amount is a negative number, a payment to the Company on behalf of the Sellers in an amount equal to the absolute value of the Closing Contribution Adjustment Amount, by wire transfer of immediately available funds pursuant to instructions set forth in the Funds Flow Memorandum; provided, that if the Closing Contribution Adjustment Amount is a negative number that results in a Sellers’ Closing Payment Amount, then Buyers shall deliver a payment to the Company on behalf of the Sellers in an amount equal to the absolute value of the Closing Contribution Adjustment Amount less the Sellers’ Closing Payment Amount, by wire transfer of immediately available funds pursuant to instructions set forth in the Funds Flow Memorandum (for the avoidance of doubt, the aggregate amount of payments required to be made by Buyers pursuant to this Section 1.03(b) shall in no event exceed $203,000,000);
(vi) the certificate contemplated by Section 6.03(c); and
(vii) a counterpart of the LLC Agreement, duly executed by ▇▇▇▇▇▇.
By Buyers. By Buyers, if any of the conditions provided in Section 9.2 are not capable of being satisfied, complied with or performed in any material respect due to a breach by Sellers which Sellers cannot cure, and Buyers shall not have waived such failure of satisfaction, noncompliance or nonperformance.
By Buyers. From and after the Closing, each Buyer shall jointly and severally indemnify each Seller and his agents and Affiliates (the "Seller Group") against, and hold them harmless from, any and all Damages paid, suffered or incurred by any member of the Seller Group as a result of or arising from the following:
(a) Any breach of any representation and warranty made in this Agreement by such Buyer;
(b) Any of the Assumed Liabilities and any Obligation arising after the Closing, the existence or creation of which does not breach any representation or warranty of Sellers and which is an Obligation of a Seller solely by virtue of such Seller being a shareholder of the Company; or
(c) Any breach of any covenant made in this Agreement by such Buyer.
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).
By Buyers. 28 12.3 Entitlement to Indemnification, Exclusivity................29 12.4
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. 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.