Provisions Applicable to Tag Along and Compelled Sales Sample Clauses

Provisions Applicable to Tag Along and Compelled Sales. 2.3.1. Each Holder participating in a proposed sale under Section 2.1 or 2.2, whether in such Holder’s capacity as a shareholder, officer or director of the Company, or otherwise, shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate such sale and any related transactions, including without limitation: executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; voting any Shares over which such Holder has voting power; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise reasonably cooperating with the selling Kohlberg Holders and the prospective buyer. Without limiting the generality of the foregoing, each such Holder agrees to execute and deliver such agreements as may be reasonably specified by the selling Kohlberg Holders, including without limitation agreements to (a) make individual customary representations, warranties, covenants and other agreements as to, among other things, the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares, (b) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and other agreements in respect of the Company and its subsidiaries, (c) be subject to confidentiality restrictions in respect of the business of the Company and its subsidiaries, and (d) solely with respect to Management Holders, be subject to reasonable and customary noncompetition restrictions in respect of the business of the Company and its subsidiaries; provided, however, that, with respect to representations, warranties and covenants of the type described in clause (b) above, the aggregate amount of such liability will not exceed the lesser of (i) such Holder’s pro rata portion of any such liability, to be determined in accordance with such Holder’s portion of the total amount of Shares included in such sale or (ii) the proceeds to such Holder in connection with such sale. 2.3.2. The closing of a sale pursuant to Section 2.1 or 2.2 will take place at such time and place as the selling Kohlberg Holders shall reasonably specify by notice to each participating Holder. At the closing, each participating Holder shall deliver the certificates evidencing the Shares to be sold by such Hold...
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Related to Provisions Applicable to Tag Along and Compelled Sales

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