Indemnity Obligations of the Principal Shareholders Sample Clauses

Indemnity Obligations of the Principal Shareholders. Subject to the conditions and limitations set forth in this Article X, the Principal Shareholders hereby agree, severally in accordance with the "Indemnification Percentages" set forth opposite their respective names on Section 2.2 of the Disclosure Schedule, to indemnify and hold the Buyer and the Company and their respective parents, subsidiaries, affiliates, directors, officers, employees and agents (such parties being collectively referred to herein as the "Buyer Indemnities") harmless from, and to reimburse each such Buyer Indemnitee for, on an after-Tax basis (within the meaning of Section 10.6(b)), any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, penalty, fine, interest, surcharge, cost or expense of any nature whatsoever, to the extent that any such item is not reserved for or reflected as a liability on the Closing Balance Sheet and taken into account in the computation of Closing Date Net Book Value or, if such a reserve shall have been made, to the extent that any such item exceeds the amount of such reserve (collectively, "Losses"), arising out of, based upon or resulting from:
Sample 1
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Related to Indemnity Obligations of the Principal Shareholders

  • Obligations of the Purchaser In connection with the registration of the Registrable Securities, the Purchaser shall have the following obligations:

  • Obligations of the Purchasers In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations:

  • Conditions of the Obligations of the Purchasers The obligations of the several Purchasers to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Condition to the Obligations of the Parties The obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions:

  • Conditions of the Obligations of the Placement Agent The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Purchaser:

  • OBLIGATIONS OF THE BUYER a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock.

  • Conditions to the Obligations of the Purchasers The obligation of each Purchaser to purchase and pay for the Preferred Shares being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

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