Common use of Cooperation in Connection with Compelled Sale Clause in Contracts

Cooperation in Connection with Compelled Sale. Each Shareholder shall cooperate with the Windward Agent and the other members of the Windward Group in the event that the Windward Group determines to exercise its Compelled Sale Right pursuant to this Article V and shall take all necessary and appropriate actions in connection with any such Compelled Sale as may be reasonably requested by the Windward Agent (including, without limitation, entering into such agreements and instruments in connection with any such Compelled Sale as may be requested by the Windward Agent (subject to the provisions of the next sentence)). Without limitation to the foregoing provisions, each Shareholder hereby covenants and agrees that, at the reasonable request of the Windward Agent, it will promptly enter into any agreements and instruments (which may include such representations, warranties, covenants and indemnities as may be negotiated by the Windward Agent) with a Third Party Purchaser relating to any Compelled Sale that is negotiated by the Windward Agent. The liability of any Shareholder selling in such sale shall be limited to the proceeds thereof received by such Shareholder and no Shareholder shall be liable for the intentional fraud (including but not limited to fraudulent concealment) or the intentional fraudulent conduct of any other Shareholder.

Cooperation in Connection with Compelled Sale. Each Shareholder Stockholder --------------------------------------------- shall cooperate with the Windward Agent and the other members of the Windward Group in the event that the Windward Group determines to exercise its Compelled Sale Right pursuant to this Article V and shall take all necessary and appropriate actions in connection with any such Compelled Sale as may be reasonably requested by the Windward Agent (including, without limitation, entering into such agreements and instruments in connection with any such Compelled Sale as may be requested by the Windward Agent (subject to the provisions of the next sentence)). Without limitation to the foregoing provisions, each Shareholder Stockholder hereby covenants and agrees that, at the reasonable request of the Windward Agent, it will promptly enter into any agreements and instruments (which may include such representations, warranties, covenants and indemnities as may be negotiated by the Windward Agent) with a Third Party Purchaser relating to any Compelled Sale that is negotiated by the Windward Agent. The liability of any Shareholder selling in ; provided, however, that, unless the Stockholders shall otherwise agree, all such sale -------- representations, warranties and indemnities shall be limited to several and not joint as among the proceeds thereof received by such Shareholder and no Shareholder shall be liable for the intentional fraud (including but not limited to fraudulent concealment) or the intentional fraudulent conduct of any other ShareholderStockholders.

Cooperation in Connection with Compelled Sale. Each Shareholder shall reasonably cooperate with the Windward Agent and the other members of the Windward Group in the event that the Windward Group determines to exercise its Compelled Sale Right pursuant to this Article V and shall take all reasonably necessary and appropriate actions in connection with any such Compelled Sale as may be reasonably requested by the Windward Agent (including, without limitation, entering into such agreements and instruments in connection with any such Compelled Sale as may be requested by the Windward Agent (subject to the provisions of the next sentence)). Without limitation to the foregoing provisions, each Shareholder hereby covenants and agrees that, at the reasonable request of the Windward Agent, it will promptly enter into any agreements and instruments (which may include such representations, warranties, covenants and indemnities as may be negotiated by the Windward Agent) with a Third Party Purchaser relating to any Compelled Sale that is negotiated by the Windward Agent. The liability of any Shareholder selling in ; PROVIDED, HOWEVER, that unless the Shareholders shall otherwise agree, all such sale representations, warranties and indemnities shall be limited to several and not joint as among the proceeds thereof received by such Shareholder and no Shareholder shall be liable for the intentional fraud (including but not limited to fraudulent concealment) or the intentional fraudulent conduct of any other ShareholderShareholders.

Cooperation in Connection with Compelled Sale. Each Shareholder Stockholder shall cooperate with the Windward Agent and the other members of the Windward Group in the event that the Windward Group determines to exercise its Compelled Sale Right pursuant to this Article V and shall take all necessary and appropriate actions in connection with any such Compelled Sale as may be reasonably requested by the Windward Agent (including, without limitation, entering into such agreements and instruments in connection with any such Compelled Sale as may be requested by the Windward Agent (subject to the provisions of the next sentence)). Without limitation to the foregoing provisions, each Shareholder Stockholder hereby covenants and agrees that, at the reasonable request of the Windward Agent, it will promptly enter into any agreements and instruments (which may include such representations, warranties, covenants and indemnities as may be negotiated by the Windward Agent) with a Third Party Purchaser relating to any Compelled Sale that is negotiated by the Windward Agent. The liability of any Shareholder selling in ; provided, however, that, unless the Stockholders shall otherwise agree, all such sale representations, warranties and indemnities shall be limited to several and not joint as among the proceeds thereof received by such Shareholder and no Shareholder shall be liable for the intentional fraud (including but not limited to fraudulent concealment) or the intentional fraudulent conduct of any other ShareholderStockholders.