Common use of Obligations of the Sellers Clause in Contracts

Obligations of the Sellers. In connection with the registration of the 4MC -------------------------- Shares, each Seller shall have the following obligations: 4.1 It shall be a condition precedent to the obligations of 4MC to complete the registration pursuant to this Agreement with respect to the 4MC Shares of a particular Seller that such Seller shall furnish to 4MC such information regarding himself, the 4MC Shares held by him and the intended method of disposition of the 4MC Shares held by him as shall be reasonably required to effect the registration of such 4MC Shares and shall execute such documents in connection with such registration as 4MC may reasonably request. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, 4MC shall notify each Seller of the information 4MC requires from each such Seller (the "Requested Information") if such Seller elects to have any of its 4MC Shares included in the Registration Statement. If at least two (2) business days prior to the anticipated filing date 4MC has not received the Requested Information from a Seller (a "Non-Responsible Seller"), then 4MC may file the Registration Statement without including 4MC Shares of such Non-Responsive Seller and have no further obligations to the Non-Responsive Seller. 4.2 Each Seller by its acceptance of the 4MC Shares agrees to cooperate with 4MC in connection with the preparation and filing of the Registration Statement hereunder, unless such Seller has notified 4MC in writing of his election to exclude all of its 4MC Shares from the Registration Statement. 4.3 Each Seller agrees that, upon receipt of any notice from 4MC of the occurrence of any event of the kind described in Section 3.4 or 3.5, it shall immediately discontinue its disposition of 4MC Shares pursuant to the Registration Statement covering such 4MC Shares until such Seller's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.4 or until such Seller's receipt of notice of withdrawal, recision or removal of the stop order or other suspension referred to in Section 3.5.

Obligations of the Sellers. In connection with At the registration Closing and subject to the terms, provisions and conditions contained herein, each of the 4MC -------------------------- SharesSellers shall take all actions and do all things necessary to sell, each Seller shall have transfer, convey and deliver the following obligationsIWT Membership Interests to EVTC, free and clear of any and all Liens, and to consummate the transactions contemplated hereby, including, without limitation, delivery or causing to be delivered by IWT to EVTC the following: 4.1 It (a) instrument(s) evidencing the aggregate number of IWT Membership Interests owned by each of the Sellers, which IWT Membership Interests, in the aggregate, shall be a condition precedent constitute all of the membership interests of IWT issued and outstanding at the Closing, accompanied by duly endorsed transfer powers and with all requisite transfer tax stamps attached to effect the transfer thereof to EVTC; (b) such general or specific instruments of sale, assignment, transfer and conveyance, with full covenants of warranty as to the obligations good and indefeasible title of 4MC IWT in and to complete the registration assets and properties of IWT in the operation of its Business as currently conducted (the "Assets"), as may be necessary or appropriate, in the judgment of EVTC, to operate the Business following the Closing and to consummate the transactions contemplated by this Agreement and such other documents, instruments and agreements deliverable pursuant to this Agreement; (c) an opinion of the Law Offices of Patrick A. Lanier, Esq., legal counsel to IWT, in a form mutually xxxxxxxxxx xx xxxal counsel for EVTC and the Sellers; (d) a certificate dated as of the Closing Date, executed by the Secretary of IWT certifying that attached thereto are true, correct and complete copies of the Certificate of Formation and the Operating Agreement with respect of IWT as well as a true, correct and complete copy of the resolutions adopted by the manager(s) of IWT authorizing the execution, delivery and performance of this Agreement and IWT Documents and the consummation of the transactions contemplated hereby and thereby and as to the 4MC Shares of a particular Seller that such Seller shall furnish to 4MC such information regarding himself, the 4MC Shares held by him and the intended method of disposition incumbency of the 4MC Shares held by him as shall be reasonably officers of IWT executing this Agreement and IWT Documents; (e) copies of all consents listed on Schedule 4.6 attached hereto and all Authorizations necessary or required to effect be obtained in order to consummate the registration transactions contemplated hereby; (f) all of IWT's books, records and other data and materials necessary for the conduct of the Business; and (g) such 4MC Shares other certificates, documents, receipts and shall execute such documents in connection with such registration instruments as 4MC EVTC or its legal counsel may reasonably request. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, 4MC shall notify each Seller of the information 4MC requires from each such Seller (the "Requested Information") if such Seller elects to have any of its 4MC Shares included in the Registration Statement. If at least two (2) business days prior to the anticipated filing date 4MC has not received the Requested Information from a Seller (a "Non-Responsible Seller"), then 4MC may file the Registration Statement without including 4MC Shares of such Non-Responsive Seller and have no further obligations to the Non-Responsive Seller. 4.2 Each Seller by its acceptance of the 4MC Shares agrees to cooperate with 4MC in connection with the preparation and filing of the Registration Statement hereunder, unless such Seller has notified 4MC in writing of his election to exclude all of its 4MC Shares from the Registration Statement. 4.3 Each Seller agrees that, upon receipt of any notice from 4MC of the occurrence of any event of the kind described in Section 3.4 or 3.5, it shall immediately discontinue its disposition of 4MC Shares pursuant to the Registration Statement covering such 4MC Shares until such Seller's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.4 or until such Seller's receipt of notice of withdrawal, recision or removal of the stop order or other suspension referred to in Section 3.5.

Obligations of the Sellers. In connection with (a) Each Seller shall furnish in writing to Carnivale such information regarding itself, the Registrable Shares held by it and the intended method of disposition of the Registrable Shares held by it, as shall be reasonably required to effect the registration of such Registrable Shares and shall execute such documents in connection with such registration as Carnivale may reasonably request. At least five (5) Business Days prior to the 4MC -------------------------- Sharesfirst anticipated filing date of any Registration Statement, Carnivale shall notify each Seller of the information Carnivale requires from such Seller if such Seller elects to have any of the Registrable Shares included in the Registration Statement. A Seller shall provide such information to Carnivale at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Seller elects to have any of the following obligations: 4.1 Registrable Shares included in such Registration Statement. It shall be a condition precedent to the obligations of 4MC Carnivale to complete the registration pursuant to this Agreement with respect to the 4MC Registrable Shares of a particular Seller that (i) such Seller shall furnish to 4MC Carnivale such information regarding himselfitself, the 4MC Registrable Shares held by him it and the intended method of disposition of the 4MC Registrable Shares held by him it as shall be reasonably required to effect the effectiveness of the registration of such 4MC Shares Registrable Shares, and shall (ii) the Seller execute such customary documents in connection with such registration as 4MC Carnivale may reasonably request. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, 4MC shall notify each Seller of the information 4MC requires from each such Seller (the "Requested Information") if such Seller elects to have any of its 4MC Shares included in the Registration Statement. If at least two (2) business days prior to the anticipated filing date 4MC has not received the Requested Information from a Seller (a "Non-Responsible Seller"), then 4MC may file the Registration Statement without including 4MC Shares of such Non-Responsive Seller and have no further obligations to the Non-Responsive Seller. 4.2 (b) Each Seller Seller, by its acceptance of the 4MC Registrable Shares agrees to cooperate with 4MC Carnivale as reasonably requested by Carnivale in connection with the preparation and filing of the a Registration Statement hereunder, unless such Seller has notified 4MC Carnivale in writing of his its election to exclude all of its 4MC Registrable Shares from the such Registration Statement. 4.3 (c) Each Seller agrees that, upon receipt of any notice from 4MC Carnivale of either (i) the occurrence commencement of any an Allowed Delay pursuant to Section 2(b)(ii), or (ii) the happening of an event of the kind described in pursuant to Section 3.4 or 3.53(h) hereof, it shall such Seller will immediately discontinue its disposition of 4MC Registrable Shares pursuant to the Registration Statement covering such 4MC Shares Registrable Shares, until the Seller is advised by Carnivale that such Seller's receipt dispositions may again be made. (d) Each Seller covenants and agrees that it will comply with the prospectus delivery requirements of the copies Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Shares pursuant to the supplemented or amended Prospectus contemplated by Section 3.4 or until such Seller's receipt of notice of withdrawal, recision or removal of the stop order or other suspension referred to in Section 3.5Registration Statement.

Obligations of the Sellers. In (i) Each of the Sellers shall, and shall cause the Corporations, and its and their respective representatives, including legal, tax, regulatory and accounting, to, provide cooperation to the Purchaser as may be reasonably requested by the Purchaser and/or the Financing Sources that is necessary, proper or advisable in connection with the registration Financing and the transactions contemplated by this Agreement, in each case at the Purchaser’s sole cost and expense; provided, however, that nothing in this Agreement shall require such cooperation to the extent it would, in the Sellers’ reasonable judgment, interfere unreasonably with the business or operations of the 4MC -------------------------- SharesCorporations; and provided, each Seller further, that notwithstanding anything in this Agreement to the contrary, neither the Sellers nor any of the Corporations shall (x) be required to pay any commitment or other similar fee, (y) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the following obligationsFinancing prior to the Closing Date or (z) be required to incur any other liability in connection with the Financing that will not be reimbursed by the Purchaser. The Purchaser shall, promptly upon written request by the Sellers, reimburse the Sellers for all reasonable and documented out-of-pocket costs to the extent such costs are incurred by the Sellers or the Corporations in connection with such cooperation provided by the Sellers or the Corporations pursuant to the terms of this Section 5.19(b), and Purchaser shall indemnify and hold harmless the Sellers and the Corporations and their respective representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith, except in the event such Losses arose out of or resulted from the bad faith, gross negligence or willful misconduct of the Sellers, any of the Corporations or any of their respective representatives. Subject to the foregoing: 4.1 It (A) the Sellers shall participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Financing and the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and General Counsel of the Sellers and other members of senior management and representatives of the Sellers), presentations, road shows, due diligence and drafting sessions and sessions with prospective Financing Sources, investors and rating agencies, and cooperate with the marketing efforts of the Purchaser and its Financing Sources, in each case in connection with all or any portion of the Financing; (B) the Sellers shall reasonably cooperate with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, business projections, lender and investor presentations and similar documents required in connection with the Financing, including execution and delivery of customary representation letters in connection with bank information memoranda; (C) the Sellers shall, as soon as reasonably practicable, furnish the Purchaser and the Financing Sources with financial and other pertinent information regarding each Corporation as may be a condition precedent reasonably requested by the Purchaser, including (1) the Audited Financial Statements and such other financial statements, financial data, audit reports and other information of the type and form customarily included in offering documents used in Rule 144A “for life” private placements pursuant to Rule 144A under the Securities Act (including, to the obligations extent applicable with respect to such financial statements, the report of 4MC the Sellers’ auditors thereon and related management discussion and analysis of financial condition and results of operations, in each case with customary exceptions for a Rule 144A “for life” offering) to complete consummate the registration pursuant offering(s) of debt securities and/or syndication of credit facilities, as applicable, contemplated by the Debt Financing Commitments, assuming that such offering(s) were consummated at the same time during the Sellers’ fiscal year as the offering(s) of debt securities and/or syndication of credit facilities, as applicable, contemplated by the Debt Financing Commitments (provided that in no circumstance shall the Sellers be required to this Agreement provide subsidiary financial statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, Compensation Disclosure and Analysis required by Regulation S-K Item 402(b) or other information customarily excluded from a Rule 144A offering memorandum), (2) all information required for the Purchaser to prepare appropriate pro forma financial statements in accordance with GAAP and Regulation S-X under the Securities Act (consisting of a pro forma consolidated balance sheet and related pro forma consolidated statement of operations, in each case of the Purchaser or its predecessors, as applicable, as of the end of the most recently ended fiscal quarter or fiscal year and for the four consecutive fiscal quarters then ended) which reflect adjustments applied in accordance with Regulation S-X and purchase accounting adjustments (provided that such purchase accounting adjustments may be preliminary in nature and based only on estimates and allocations reasonably determined by the Purchaser), (3) as otherwise necessary in order to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt securities contemplated by the Debt Financing Commitments or with respect to the 4MC Shares of a particular Seller that financial statements and data referred to in sub-clause (1) above, and (4) such Seller shall furnish other financial information as may be required pursuant to 4MC the Debt Financing Commitments (all such information regarding himselfin sub-clauses (1) to (4) of this clause (C), the 4MC Shares held by him Required Information); (D) the Sellers shall obtain accountants’ comfort letters and consents to the use of accountants’ audit reports relating to each Seller and the intended method Corporations, legal opinions and other documentation and items required by the Debt Financing Commitments; provided, however, that if any such documentation or items are not required by the Debt Financing Commitments but are otherwise reasonably requested by the Purchaser, the Sellers shall reasonably cooperate with and assist the Purchaser in obtaining such other documentation and items; (E) the Sellers shall cause the Corporations to execute and deliver, as of disposition and effective only upon the time of the 4MC Shares held by him Closing, any definitive financing documents, including any credit or purchase agreements, guarantees, pledge agreements, security agreements, mortgages, deeds of trust and other security documents or other certificates, documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing (including a certificate of the chief financial officer of the applicable Corporations with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) as shall may be reasonably required to effect requested by the registration of such 4MC Shares and shall execute such documents in connection with such registration as 4MC may reasonably request. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, 4MC shall notify each Seller of the information 4MC requires from each such Seller (the "Requested Information") if such Seller elects to have any of its 4MC Shares included in the Registration Statement. If at least two (2) business days prior to the anticipated filing date 4MC has not received the Requested Information from a Seller (a "Non-Responsible Seller"), then 4MC may file the Registration Statement without including 4MC Shares of such Non-Responsive Seller and have no further obligations to the Non-Responsive Seller. 4.2 Each Seller by its acceptance of the 4MC Shares agrees to cooperate with 4MC Purchaser in connection with the preparation Financing and filing otherwise reasonably facilitate the pledge of collateral and other matters ancillary to the Financing (including cooperation in connection with the payoff of existing indebtedness and the release of related Liens, and the negotiation and delivery of customary payoff and release letters) as may be reasonably requested by the Purchaser in connection with the Financing; (F) the Sellers shall cause the Corporations to take all actions necessary to (1) permit the Financing Sources to conduct audit examinations, appraisals and other evaluations with respect to each Corporation’s current assets and other collateral, and to evaluate its cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (2) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; (G) upon the Purchaser’s prior written request at least 10 Business Days prior to the Closing Date, the Sellers shall provide all customary documentation and other information about each Corporation requested in connection with the Debt Financing and required under applicable “know your customer” and anti-money-laundering rules and regulations; and (H) the Sellers shall cause the Corporations to take all corporate or other actions, and provide such other assistance necessary or reasonably requested by the Purchaser to permit the consummation of the Registration Statement hereunderDebt Financing and to permit the proceeds thereof, unless such Seller has notified 4MC in writing of his election including any high yield financing, to exclude all of its 4MC Shares from be made available to the Registration StatementPurchaser on the Closing Date to consummate the transactions contemplated by this Agreement. 4.3 Each Seller agrees that(ii) The Sellers will use reasonable best efforts to update any Required Information to be included in an offering document to be used in connection with the Debt Financing if they become aware that such Required Information contains any untrue statement of material fact or omits to state any material fact necessary in order to make the statements contained therein not misleading. (iii) The Sellers hereby consent to the use of their and their Subsidiaries’ logos in connection with the Debt Financing; provided, upon receipt that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Sellers, their Affiliates, the Corporations or the Business, or the reputation or goodwill of any notice from 4MC of the occurrence of any event of the kind described in Section 3.4 or 3.5, it shall immediately discontinue its disposition of 4MC Shares pursuant to the Registration Statement covering such 4MC Shares until such Seller's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.4 or until such Seller's receipt of notice of withdrawal, recision or removal of the stop order or other suspension referred to in Section 3.5foregoing.

Obligations of the Sellers. In Each Seller shall be subject to the following conditions: (a) Such Seller shall be required to furnish in writing to the Issuer all information within such Seller’s possession or knowledge required by the applicable rules and regulations of the SEC and by any applicable state securities or Blue Sky laws concerning such Seller (including a shareholder questionnaire) and the proposed method of sale or other disposition of the Registrable Securities of such Seller and the identity of and compensation to be paid to any proposed underwriter(s) to be employed in connection therewith; (b) If such Seller desires to sell and distribute such Seller’s Registrable Securities over a period of time, or from time to time, at then prevailing market prices, pursuant to such registration statement, then such Seller shall execute and deliver to the Issuer such written undertakings as the Issuer and its counsel may reasonably require in order to assure full compliance with relevant provisions of the Securities Act and the Exchange Act; (c) If during the effectiveness of such registration statement, an intervening event should occur which, in the reasonable opinion of the Issuer’s counsel, makes the prospectus included in such registration statement no longer comply with the registration Securities Act, after notice containing the facts and legal conclusions relied upon from the Issuer to such Seller of the 4MC -------------------------- Sharesoccurrence of such an event, such Seller shall make no further sales or other dispositions, or offers therefor, of such Registrable Securities under such registration statement until such Seller receives from the Issuer copies of a new, amended or supplemented prospectus complying with the Securities Act as soon as practicable after such notice. The Issuer shall keep such Seller fully informed as to the status of the Issuer’s efforts, which shall be prompt and diligent to cause such new, amended or supplemented prospectus to be available for use by such Seller; (d) To the extent required by the applicable rules and regulations of the SEC and by any applicable state securities or Blue Sky laws, each Seller shall have the following obligations: 4.1 It shall be deliver a condition precedent prospectus to the obligations purchaser of 4MC such Registrable Securities; and (e) Such Seller promptly notify the Issuer in the event that any information supplied by such Seller for inclusion in such registration statement or related prospectus is untrue or omits to complete state a material fact required to be stated therein or necessary to make such information not misleading in light of the registration circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to this Agreement with respect such registration statement until the filing of an amendment or supplement to the 4MC Shares of a particular Seller such prospectus as may be necessary so that such Seller shall furnish prospectus does not contain an untrue statement of material fact or omit to 4MC such information regarding himself, state a material fact required to be stated therein or necessary to make the 4MC Shares held by him and the intended method of disposition statements therein not misleading in light of the 4MC Shares held by him circumstances then existing; and use reasonable best efforts to assist the Issuer as shall may be reasonably required appropriate to effect the registration of make such 4MC Shares and shall execute amendment or supplement effective for such documents in connection with such registration as 4MC may reasonably request. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, 4MC shall notify each Seller of the information 4MC requires from each such Seller (the "Requested Information") if such Seller elects to have any of its 4MC Shares included in the Registration Statement. If at least two (2) business days prior to the anticipated filing date 4MC has not received the Requested Information from a Seller (a "Non-Responsible Seller"), then 4MC may file the Registration Statement without including 4MC Shares of such Non-Responsive Seller and have no further obligations to the Non-Responsive Sellerpurpose. 4.2 Each Seller by its acceptance of the 4MC Shares agrees to cooperate with 4MC in connection with the preparation and filing of the Registration Statement hereunder, unless such Seller has notified 4MC in writing of his election to exclude all of its 4MC Shares from the Registration Statement. 4.3 Each Seller agrees that, upon receipt of any notice from 4MC of the occurrence of any event of the kind described in Section 3.4 or 3.5, it shall immediately discontinue its disposition of 4MC Shares pursuant to the Registration Statement covering such 4MC Shares until such Seller's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.4 or until such Seller's receipt of notice of withdrawal, recision or removal of the stop order or other suspension referred to in Section 3.5.