By Shareholders Sample Clauses

By Shareholders. Subject to the terms and conditions of this Section 8, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of, resulting from or not otherwise disclosed as a result of (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" for purpose of Section 6.1), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement; provided, however, Shareholders shall have no liability under this Section 8.1 until the total liability under this Section 8.1 for all Claims considered together exceeds $20,000 (and then only to the excess) (such $20,000 threshold amount referred to herein as the "Liability Basket"). Notwithstanding the foregoing, any Claims pursuant to Section 3.1, Section 3.2, Section 3.4, Section 3.5, Section 3.6, Section 3.7 and Section 3.12, shall have no Liability Basket threshold and shall give rise to a right of indemnity commencing with the "first Dollar" of Claims. In addition Shareholders shall have no liability under this Section 8.1 in excess of the Purchase Price, provided, however, that the Shareholders shall have liability in excess of the Purchase Price for breaches concerning Section 3.1, Section 3.2, Section 3.5, Section 3.10, Section 3.11(a), Section 3.16 and Section 3.20. As used in this Section 8, the term "Claim" shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid. Buyer may, at its sole and absolute discretion, elect to set-off the amount or value or any such Claim against any payments otherwise due to Shareholders hereunder, whether in cash, Buyer Stock, or otherwi...

By Shareholders. New Bylaws may be adopted or these Bylaws may be repealed or amended at the annual or any other meeting of Shareholders called for that purpose, by a vote of Shareholders entitled to exercise a majority of the voting power of the Corporation, or by the written assent of such Shareholders. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

By Shareholders. Except when otherwise required by the 1940 Act, this Declaration of Trust may be amended at any time by a majority vote of the shares of the Trust entitled to be voted.

By Shareholders. Each of the Shareholders shall pay on demand all costs and expenses (including legal expenses on a full indemnity basis) reasonably incurred by the Agent and/or any of the Banks in protecting or enforcing any rights against it under this Agreement.

By Shareholders. Except when otherwise required by the 1940 Act, this Declaration of Trust may ---------------- be amended at any time by a majority of the votes represented by outstanding Shares entitled to vote, except that an amendment which shall affect the holders of one or more series or classes of Shares but not the holders of all outstanding series and classes shall be authorized by vote of holders of a majority of the votes represented by outstanding Shares entitled to vote of each series and class affected and no vote of Shareholders of a series class not affected shall be required.

By Shareholders. Except as provided in Section 2 of this Article IX, this Declaration of Trust may be amended only by the affirmative vote of the holders of not less than a majority of the Shares then outstanding and entitled to vote thereon.

By Shareholders if any of the conditions provided for in Section 5.2 hereof shall not have been met or waived in writing by Shareholders at or prior to Closing.

By Shareholders. (1) Each of the Shareholders severally undertakes that, at all times prior to the Termination Date:- (a) Litigation: it will, as soon as reasonably practicable, deliver to the Agent for distribution to the Banks details of any litigation, arbitration or administrative proceeding which, if to its knowledge had been current or pending at the date of this Agreement, would have rendered the representation and warranty in Clause 5(A)(7) incorrect;

By Shareholders. Unless the Articles of Incorporation or by-law adopted by the shareholders provides otherwise as to all or some portion of the by-laws, the shareholders may amend, repeal or adopt the by-laws even though the by-laws may also be amended, repealed or adopted by the board of directors.

By Shareholders. Shareholders, other than the Rothxxxx Xxxily Trust and Grosxxxx, xxintly and severally, shall indemnify, save and hold harmless Jonex, xxe Surviving Corporation, their respective affiliates and subsidiaries, and their respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages (excluding in each case, consequential damages and lost profits), lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, and other losses resulting from attorney's fees and all amounts paid in investigation, defense or settlement of any of the foregoing less the amount of any related net tax benefits and net insurance benefits actually received by Jonex xx the Surviving Corporation (herein "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by the Company or Shareholders in or pursuant to this Agreement; (ii) any breach of any covenant or agreement made by the Company or Shareholders in or pursuant to this Agreement; (iii) the denial by the Internal Revenue Service of any Tax Benefits, or portion thereof, that were taken into account in computing the amount of Tax Credits Receivable, which denial is confirmed pursuant to a Final Determination (as defined below); and (iv) those items set forth in Section 3.22 of the Disclosure Schedule, but only to the extent that the Damages relating to such items exceed the accrual and reserves for such items reflected on the Closing Balance Sheet, notwithstanding that such items are set forth in and made part of the Disclosure Schedule; provided, however, that the indemnity under this item (iv) shall exclude the costs and expenses of defending or prosecuting any such item. For purposes of the foregoing sentence, a "Final Determination" means (i) the entry of a decision of a court of competent jurisdiction from which an appeal may no longer be taken or (ii) the execution of a closing agreement or its equivalent between the taxpayer and the Internal Revenue Service. The indemnification made pursuant to item (iii) in the immediately preceding sentence shall survive until the expiration of the applicable statutes of limitations.