Obligations of the Shareholders. In connection with the registration of the Registrable Securities, the Shareholders shall have the following obligations:
a. It shall be a condition precedent to the obligations of the Company with respect to the Registrable Securities of particular Shareholders that such Shareholders furnish to the Company any information regarding each Shareholder reasonably 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. At least thirty (30) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Shareholder of the information the Company requires from each such Shareholder.
b. Each Shareholder, by such Shareholders' acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless such Shareholder has notified the Company in writing of such Shareholders' election to exclude all of such Shareholders' Registrable Securities from the Registration Statements.
c. No Shareholder may participate in any underwritten registration hereunder unless such Shareholders (i) agree to sell such Shareholders' Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnifications, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.
Obligations of the Shareholders. The obligation of the Shareholders to effect the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Purchaser set forth in this Agreement (excluding any representation or warranty that refers specifically to "the date of this Agreement," "the date hereof" or any other date other than the Closing Date) shall have been accurate in all material respects as of the date hereof an shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) any update of or modification to the Purchaser Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded, and (ii) any inaccuracy that results from or relates to the taking of any action contemplated by this Agreement shall be disregarded).
(b) Each of the covenants and obligations that Purchaser is required to comply with or to perform at or prior to the Closing shall have been complied with or performed in all material respects.
(c) The following documents shall have been delivered to the Shareholders or other parties, as applicable, and shall be in full force and effect:
(i) a certificate, executed on behalf of Purchaser by an executive officer of Purchaser, confirming that the conditions set forth in paragraphs "(a)," "(b)" and "(d)" of this Section 8.3 have been duly satisfied;
(ii) Employment Agreements in the form attached hereto as Exhibits H-1, H-2 and H-3 have been delivered to the parties named therein; and
(iii) all other documents and agreements to be delivered by the Purchaser as specified in Section 1.4 hereof shall have been delivered as provided herein.
(d) There shall have been no material adverse change in the financial condition or results of operations of the Purchaser since the date of this Agreement; provided, however, that for purposes of determining whether there shall have been any such material adverse change, any adverse change resulting from or relating to the announcement or pendency of the Closing or any of the other transactions contemplated by this Agreement shall be disregarded, and any adverse change resulting from or relating to the taking of any action contemplated by this Agreement shall be disregarded.
Obligations of the Shareholders. In connection with the registration of the Registrable Securities, the Shareholders shall have the following obligations:
a. It shall be a condition precedent to the obligations of Parent to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Shareholders shall furnish to Parent such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of the Registrable Securities held by them as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as Parent may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, Parent shall notify the Shareholders of the information Parent requires from the Shareholders.
b. The Shareholders, by their acceptance of the Registrable Securities, agree to cooperate with Parent as reasonably requested by Parent in connection with the preparation and filing of the Registration Statement hereunder, unless the Shareholders have notified Parent in writing of the Shareholders' election to exclude all of their Registrable Securities from the Registration Statement.
c. In the event the Shareholders determine to engage the services of an underwriter, the Shareholders agree to enter into and perform the Shareholders' obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities.
d. The Shareholders agree that, upon receipt of any notice from Parent of the happening of any event of the kind described in Section 3(f) or 3(g), the Shareholders will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Shareholders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or 3(g) and, if so directed by Parent, the Shareholders shall deliver to Parent (at the expense of Parent) or destroy (and deliver to Parent a certificate of destruction) all copies in the Shareholders' possession, of the prospectus covering such Registrable Securities current at the time of recei...
Obligations of the Shareholders. (a) From and after the Effective Time, by acceptance of the Merger Consideration pursuant to Article II hereof, the shareholders agree, jointly and severally, to indemnify and hold harmless the Surviving Corporation, Parent, Sub and their respective directors, officers, employees, affiliates, agents, successors and assigns (collectively, the "Indemnified Parties") from and against any and all Losses (as defined below) of any such person, directly or indirectly, as a result of, or based upon or arising from, (i) any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants, or agreements made by or of the Company or any shareholder in this Agreement including in any certificate delivered pursuant hereto without regard to any qualification or exception with respect to materiality, Material Adverse Effect or knowledge contained therein, (ii) any liability for Taxes for which the Company's shareholders are obligated to indemnify the Indemnified Parties pursuant to Article X (without duplication thereof) and (iii) any inaccuracies in the Expense Certificate (together, the "Indemnified Losses").
(b) The obligation of the shareholders to indemnify the Indemnified Parties for Indemnified Losses is subject to the following limitations: (x) the shareholders shall not be required to provide indemnification to any Indemnified Party pursuant to Section 9.2(a)(i) or (ii) of this Agreement unless the aggregate amount of Indemnified Losses incurred by all Indemnified Parties pursuant to such provision exceeds $3,500,000, and then the Indemnified Parties shall be entitled to the indemnification for the amount in excess of $1,750,000; and (y) in no event shall the aggregate obligation of the shareholders to indemnify the Indemnified Parties pursuant to this Agreement exceed the sum of the Escrowed Consideration and the Contingent Deferred Payment and in no event shall such obligation be payable except out of the Escrowed Consideration and the Contingent Deferred Payment. In the event that any indemnification obligations with respect to the matters referred to above are in excess of the Escrowed Consideration then, in addition to the rights of the Indemnified Parties to seek indemnification with respect to such matters, the Indemnified Parties shall have the right to reduce the amount of the Contingent Deferred Payment, if any, by the amount of such excess.
(c) In the event that, and at such time as, the payment of any Indemnified Losses ...
Obligations of the Shareholders. Each Shareholder agrees to indemnify and hold harmless the Purchaser from and against any and all Losses of the Purchaser based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, or covenants made by such Shareholder in this Agreement.
Obligations of the Shareholders. In connection with the Company’s registration obligations hereunder, each Shareholder:
(a) Covenants and agrees that it will not sell any Registrable Securities pursuant to a registration statement until it has received copies of such registration statement as then amended or supplemented and such registration statement and any post-effective amendments thereto have become effective.
(b) Covenants and agrees that it and its officers, directors and affiliates will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a registration statement.
(c) Agrees that upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 1.4(f), such Shareholder will forthright discontinue disposition of Registrable Securities under a registration statement until such Shareholder has received copies of the amendments or supplements thereto and has been advised in writing by the Company that the use of the applicable registration statement may be resumed.
Obligations of the Shareholders. Notwithstanding anything to the contrary set forth herein, the representations and warranties of each Shareholder shall be limited to those set forth in Article V hereof. The obligations of the Shareholders under this Agreement shall be limited to those set forth in Sections 1.01(b), 7.03(b), 7.03(e), 7.05(a), 7.09(c), 7.09(d), 7.13 and 7.15 hereof. The conditions governing the obligations of the Shareholder shall be governed by Sections 8.01, 8.03 and 8.05 hereof. Notwithstanding anything to the contrary set forth herein, the Shareholders shall have no other obligations under this Agreement. Notwithstanding anything to the contrary set forth herein, it is understood that the obligations of the Shareholders under this Agreement are limited to acts or omissions by such Shareholder in its capacity as a stockholder of the Company and not in its capacity as an officer or director of the Company.
Obligations of the Shareholders. 13 9.3 Obligations of the Purchaser . . . . . . . . . . . . . . . . . 13 9.4 Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 9.5 Exclusive Remedy . . . . . . . . . . . . . . . . . . . . . . . 13 10. CO-SALE RIGHT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 10.1 Co-Sale Procedure . . . . . . . . . . . . . . . . . . . . . . . 13 10.2 Limitation on Co-Sale Right . . . . . . . . . . . . . . . . . . 14 11. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Obligations of the Shareholders. From and after the Closing Date, the Shareholders hereby agree, jointly and severally, to indemnify, defend and hold harmless Buyer and its respective employees, officers, directors, representatives, agents and Affiliates from and against any and all Losses which any of them may suffer, incur or sustain arising out of, attributable to, or resulting from: (a) any inaccuracy in or breach of any of the representations or warranties of the Company or the Shareholders made in this Agreement; and (b) any breach or nonperformance of any of the covenants or other agreements made by the Company or any Shareholder in or pursuant to this Agreement. The indemnification obligation hereunder shall survive the Closing as specified in Section 8.5. The indemnification obligation hereunder (i) shall not exceed the Purchase Price, and (ii) shall not include claims, or portions thereof, with respect to which such indemnification would violate Applicable Laws.
Obligations of the Shareholders. (a) Subject to Section 8.10, no Shareholder shall have any liability or obligation under this Agreement for any act, omission or breach by any other Shareholder, and no Shareholder shall have any right or authority to assume, create or incur in any manner any obligation or other liability of any kind, express or implied, against, or in the name or on behalf of, any other Shareholder.
(b) Subject to Section 8.2(c), no Shareholder shall have any obligation under Section 8.2(a) in excess of its Percentage Share of any Damages indemnifiable hereunder.
(c) Each Shareholder, to the extent of its Percentage Share, hereby agrees to reimburse, indemnify, defend and hold harmless any other Shareholder who has made indemnity payments pursuant to this Agreement that are greater than the Percentage Share of such other Shareholder, except to the extent that the Damages arose from any act, omission or breach by the Shareholder seeking reimbursement.
