Common use of Sale Agreement Clause in Contracts

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shares (a "Tag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any), delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (x) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and (2) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing selling shares of Common Stock pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.5 (a "TagDrag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such TagDrag-Along Seller's Employment Agreement, if any), delivering at the consummation of such sale, stock certificates and other instruments for such shares of Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a TagDrag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagDrag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers GSCP in connection with such sale and the obligations and liabilities incurred by the sellers seller in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (x) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale and (2) a TagDrag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing selling shares of Common Stock pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.6 (a "TagDrag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such shares of Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a TagDrag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagDrag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers FPC in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) monetary obligations and liabilities for indemnification (including for (xa) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, business and (yb) breaches of covenants and (z) other mattersin effect prior to closing), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided that all such obligations are equally applicable on a several and not joint basis to each Drag-Along Seller based on the consideration received by such Drag-Along Seller. The foregoing notwithstanding, (1a) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale sale, (b) a Drag-Along Seller shall not be obligated to enter into any non-compete or other post-closing covenant that restricts its activities in any way and (2c) a TagDrag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shares (a "Tag-Along Seller") agrees to cooperate action will not, in consummating such a sale, including, without limitation, by becoming a party the opinion of counsel satisfactory to the sales agreement related Indenture Trustee, materially and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any), delivering at adversely affect the consummation of such sale, stock certificates and other instruments for such Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery interest of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other sellerNoteholder. In addition, each Tag-Along Seller shall these Master Sale Terms and any Sale Agreement may also be severally responsible for its proportionate share amended from time to time by the Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Purchaser, with the consent of the expenses Noteholders of sale incurred by Notes evidencing a majority of the sellers Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in connection with such sale and any manner or eliminating any of the obligations and liabilities incurred by the sellers in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (x) breaches provisions of representations and warranties made in connection with such sale by the Company these Master Sale Terms or any other seller Sale Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the time of, collections of payments with respect to Loans or distributions that shall be required to be made for the Company benefit of the Noteholders or (b) reduce the Company's businessaforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which are required to consent to any such amendment, without the consent of all outstanding Noteholders. Promptly after the execution of any such amendment or consent (y) breaches or, in the case of covenants and (z) other mattersthe Rating Agencies, five Business Days prior thereto), and the Eligible Lender Trustee shall also include amounts paid into escrow furnish written notification of the substance of such amendment or subject consent to holdbacksthe Indenture Trustee, and amounts subject to post-closing purchase price adjustmentseach of the Rating Agencies. The foregoing notwithstanding, (1) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and (2) a Tag-Along Seller It shall not be responsible necessary for the fraud consent of Noteholders pursuant to this Section to approve the particular form of any other seller proposed amendment or for consent, but it shall be sufficient if such consent shall approve the substance thereof. Prior to the execution of any indemnification obligations amendment to these Master Sale Terms, the Eligible Lender Trustee shall be entitled to receive and liabilities for breaches rely upon an Opinion of representations Counsel stating that execution of such amendment is authorized or permitted by this Sale Agreement and warranties made by any other seller with respect the Opinion of Counsel referred to such other seller's (iin Section 7.1(i)(i) ownership of and title to shares of capital stock of the CompanyAdministration Agreement. The Eligible Lender Trustee may, (ii) organizationbut shall not be obligated to, (iii) authority and (iv) conflicts and consentsenter into any such amendment which affects the Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Sale Agreement. Each Offeree Stockholder electing selling shares of WireCo Common Stock (or WireCo Convertible Securities) pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.5 (a "Tag“Drag-Along Seller"”) agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such shares of WireCo Common Stock (or WireCo Convertible Securities) duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagDrag-Along Seller shall be severally responsible for its proportionate share of the third- party expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers NewCo in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) monetary obligations and liabilities for indemnification (including for (xa) breaches of representations and warranties made in connection with such sale by the Company WireCo or any other seller with respect to the Company WireCo or the Company's business, WireCo’s business and (yb) breaches of covenants and (z) other mattersin effect prior to closing), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided all such obligations are equally applicable on a several and not joint basis to each Drag-Along Seller based on the consideration received by such Drag- Along Seller. The foregoing notwithstanding, (1a) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale sale, (b) a Drag Along Seller (other than an Executive Management Investor) shall not be obligated to enter into any non compete or other post-closing covenant that restricts its activities in any way and (2c) a TagDrag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's ’s (i) ownership of and title to shares of capital stock of the CompanyWireCo, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing selling shares of Common Stock pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.6 (a "TagDrag-Along Seller") ), agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any)agreements, delivering at the consummation of such sale, stock certificates and other instruments for such shares of Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a TagDrag-Along Seller, as such, Seller shall not be required to make any representations and warranties with respect to the Company NFP or the CompanyNFP's business or with respect to Apollo or any other seller. In addition, each TagDrag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers proposing Stockholders in connection with such sale and the obligations and liabilities incurred by the sellers in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including including, without limitation, for (x) breaches of representations and warranties made in connection with such sale by the Company NFP or any other seller with respect to the Company NFP or the CompanyNFP's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale and (2) a TagDrag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the CompanyNFP, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shares (a "“Tag-Along Seller"”) agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such Holdings Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the monetary obligations and liabilities incurred by the sellers in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (xi) breaches of representations and warranties made in connection with such sale by the Company Holdings or any other seller with respect to the Company Holdings or the Company's Holdings’ business, (yii) breaches of covenants in effect prior to closing and (ziii) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided that all such obligations are equally applicable on a several and not joint basis to each Tag-Along Seller based on the consideration received by such Tag-Along Seller. The foregoing notwithstanding, (1i) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and (2ii) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's ’s (iA) ownership of and title to shares of capital stock of the CompanyHoldings, (iiB) organization, (iiiC) authority and (ivD) conflicts and consents.

Sale Agreement. Each Offeree Stockholder Shareholder electing to sell Tag-Along Shares (a "“Tag-Along Seller"”) agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock NewCo Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the monetary obligations and liabilities incurred by the sellers in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (xi) breaches of representations and warranties made in connection with such sale by the Company NewCo or any other seller with respect to the Company NewCo or the Company's NewCo’ business, (yii) breaches of covenants in effect prior to closing and (ziii) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided that all such obligations are equally applicable on a several and not joint basis to each Tag-Along Seller based on the consideration received by such Tag-Along Seller. The foregoing notwithstanding, (1i) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and (2ii) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's ’s (iA) ownership of and title to shares of capital stock of the CompanyNewCo, (iiB) organization, (iiiC) authority and (ivD) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing Trust selling Shares pursuant to sell Tag-Along Shares a transaction contemplated by this Section 4.5 (each such Trust, a "TagDrag-Along Seller") agrees to cooperate in consummating such a saleTransfer, including, without limitation, by becoming a party to the sales sale agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such saleTransfer, stock the share certificates (if any) and other instruments of transfer for such Common Stock Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagEach Drag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale the Transfer incurred by the sellers FPC Seller in connection with such sale Transfer and the monetary obligations and liabilities incurred by the sellers FPC Seller in connection with such saleTransfer. Such monetary obligations and liabilities shall include (to the extent such obligations are incurredincurred by the FPC Seller) obligations and liabilities for indemnification (including for (x) with respect to breaches of representations and warranties made in connection with such sale Transfer by the Company or by the FPC Seller and any other seller Drag-Along Sellers with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments; provided, however, that all such obligations are equally applicable on a several and not joint basis to the FPC Seller and each Drag-Along Seller based on the consideration received by the FPC Seller and such Drag-Along Seller. The foregoing notwithstanding, (1i) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale Transfer, and (2ii) a TagDrag-Along Seller shall not be responsible for the fraud of the FPC Seller or any other seller Drag-Along Seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by the FPC Seller or any other seller Drag-Along Seller with respect to such other seller's (iA) ownership of and title to shares of capital stock of the CompanyShares, (iiB) organization, (iiiC) authority and or (ivD) conflicts and consentsconsents and any other matter concerning such other seller, or for breaches of any covenants made by the FPC Seller or any other Drag-Along Seller.

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shares (a "“Tag-Along Seller"”) agrees to cooperate in consummating such a saleTransfer, including, without limitation, including by becoming a party to the sales sale agreement and all other appropriate related agreements on the same terms (other than any amendment than, with respect to the Founders, non-competition or similar agreements that would bind such Tag-Along Seller's Employment Agreement, if anyFounders), delivering purchase price and conditions as the Sponsor Sellers, delivering, at the consummation of such saleTransfer, the stock certificates and other instruments for such Common Stock Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) in each case, on the same terms and conditions as the Sponsor Seller, and taking any other commercially reasonable necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Each Tag-Along Seller shall be severally responsible for its proportionate share (apportioned pro rata based on the number of Shares the Tag-Along Sellers and the Sponsor Seller are selling) of the third-party expenses of sale the Transfer incurred by the sellers Sponsor Seller in connection with such sale and Transfer (except to the obligations extent paid or reimbursed by the Company, Buyer or the Proposed Transferee) and liabilities (to the extent incurred by the sellers Sponsor Seller in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurredTransfer) obligations and liabilities for indemnification (including for (x) with respect to breaches of representations and warranties made in connection with such sale Transfer by Buyer or by the Company or Sponsor Seller and any other seller Tag-Along Sellers with respect to the Company Buyer or the Company's Buyer’s business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments; provided, however, that all such obligations are on a several and not joint basis to the Sponsor Seller and each Tag-Along Seller based on the consideration received by the Sponsor Seller and such Tag-Along Seller. The foregoing notwithstanding, (1A) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale Transfer, and (2B) a Tag-Along Seller shall not be responsible for the gross negligence or fraud of the Sponsor Seller or any other seller Tag-Along Seller or for any indemnification obligations and liabilities (including through escrow or holdback arrangements) for breaches of representations and warranties and related escrow or holdback claims made by the Sponsor Seller or any other seller Tag-Along Seller made with respect to such other seller's ’s (i1) ownership of and title to shares of capital stock of the CompanyShares, (ii2) organization, (iii3) authority and or (iv4) conflicts and consentsconsents and any other matter concerning such other seller, or for breaches of any covenant made by the Sponsor Seller or any other Tag-Along Seller.

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shares (a "Tag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any)agreements, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, Seller shall not be required to make any representations and warranties with respect to the Company NFP or the CompanyNFP's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including including, without limitation, for (x) breaches of representations and warranties made in connection with such sale by the Company NFP or any other seller with respect to the Company NFP or the CompanyNFP's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and (2) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to Apollo's or such other seller's (i) ownership of and title to shares of capital stock of the CompanyNFP, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing Shareholder selling shares of Common Stock pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.5 (a "TagDRAG-Along SellerALONG SELLER") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any)agreements, delivering at the consummation of such sale, sale stock certificates and other instruments for such shares of Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a TagDrag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagDrag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers FPC in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (x) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale and (2) a TagDrag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing selling shares of Common Stock pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.5 (a "TagDrag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any)agreements, delivering at the consummation of such sale, stock certificates and other instruments for such shares of Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a TagDrag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagDrag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers FPC in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (x) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale and (2) a TagDrag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing elect- ing to sell Tag-Along Shares (a "Tag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitationlimi- tation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any), delivering de- livering at the consummation of such sale, stock certificates stoxx xxxxxxxxxxxx and other instruments for such Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent ex- tent a vote or consent is required) and taking any other necessary neces- sary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations representa- tions and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities li- abilities for indemnification (including for (x) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstandingnot- withstanding, (1) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed ex- ceed the gross proceeds received by such Tag-Along Seller in such sale and (2) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing Shareholder selling Ordinary Shares pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.5 (a "TagDrag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock Ordinary Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. In addition, the EDS Equivalent Shareholders agree to exchange their Company Ordinary Share Equivalent for the Company Ordinary Shares within fifteen (15) days after the mailing of the written notice as described in Section 2.5.1 hereof from the FPC shareholders. The foregoing notwithstanding, in connection with such sale, a TagDrag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagDrag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) monetary obligations and liabilities for indemnification (including for (xa) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, business and (yb) breaches of covenants and (z) other mattersin effect prior to closing), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided all such obligations are equally applicable on a several and not joint basis to each Drag-Along Seller based on the consideration received by such Drag-Along Seller. The foregoing notwithstanding, (1a) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross net, after-tax, cash proceeds received by such TagDrag-Along Seller in such sale sale, (b) a Drag-Along Seller shall not be obligated to enter into any non-compete or other post-closing covenant that restricts its activities in any way and (2c) a TagDrag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing By an Agreement for Sale dated 28th September 2022 and registered with the Additional Registrar of Assurances-IV, Kolkata in Book No.1, Volume No.1904-2022 Pages 1021266 to 1021356, Being No.190416910 for the year 2022, the said CRPL has agreed to sell Tagconvey and transfer the said Premises to the Promoter free from all encumbrances mortgages charges leases tenancies occupancy rights thika tenancies restrictions restrictive covenants liens lispendens attachments trusts uses debutters wakfs claims demands acquisitions requisitions alignments prohibitions and liabilities whatsoever or howsoever; and with the of benefits of the said sanctioned Plan and all rights privileges benefits advantages arising therefrom and the right to construct the new building in accordance with the said sanctioned Plan with liberty to the Promoter to have the same re-Along Shares sanctioned and/or modified and/or altered and/or revalidated whatsoever and/or obtain fresh sanction, for the consideration and on the terms and conditions therein contained (a "Tag-Along Seller") agrees Sale Agreement). Pursuant to cooperate in consummating such a salethe said Sale Agreement, includingthe Promoter made payment of the entire consideration payable thereunder to the said CRPL and the said CRPL delivered khas peaceful vacant physical possession of the said Premises to the Promoter and the deed of conveyance shall be entered into with CRPL. Under the said Sale Agreement, without limitationit has inter alia been agreed by and between the parties thereto as follows: * That the sale and transfer therein envisaged shall be completed at any time thereafter, at the Promoter's option and discretion, by becoming a party to execution and registration of the sales agreement Deed of Conveyance by the said CRPL in favour of the Promoter herein and/or its nominee orassign as and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementwhen desired by the Promoter, if any), delivering at the consummation draft of such sale, stock certificates conveyance having been approved by the Parties thereto and other instruments for such Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to a copy whereof is thereto annexed. * With effect from the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share date of the expenses of sale incurred by agreement the sellers in connection with such sale Promoter would have the full power liberty and the obligations and liabilities incurred by the sellers in connection with such sale. Such obligations and liabilities shall include (entitlement to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (x) breaches of representations and warranties made in connection with such sale by the Company do all or any other seller with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and (2) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority following acts deeds and (iv) conflicts things and consents.on such terms and conditions as the Promoter may in its absolute discretion deem fit and proper:

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shares (a "“Tag-Along Seller"”) agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such WireCo Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the monetary obligations and liabilities incurred by the sellers in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (xi) breaches of representations and warranties made in connection with such sale by the Company WireCo or any other seller with respect to the Company WireCo or the Company's WireCo’s business, (yii) breaches of covenants in effect prior to closing and (ziii) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided that all such obligations are equally applicable on a several and not joint basis to each Tag-Along Seller based on the consideration received by such Tag-Along Seller. The foregoing notwithstanding, (1i) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and (2ii) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's ’s (iA) ownership of and title to shares of capital stock of the CompanyWireCo, (iiB) organization, (iiiC) authority and (ivD) conflicts and consents.

Sale Agreement. Each Offeree Stockholder Shareholder electing to sell Tag-Along Shares (a "Tag-Along Seller") agrees to cooperate in consummating such a saleTransfer, including, without limitation, including by becoming a party to the sales sale agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such saleTransfer, stock the share certificates (if any) and other instruments of transfer for such Common Stock Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Each Tag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale the Transfer incurred by the sellers FPC Seller in connection with such sale Transfer and the monetary obligations and liabilities incurred by the sellers FPC Seller in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurredincurred by the FPC Seller) obligations and liabilities for indemnification (including for (x) with respect to breaches of representations and warranties made in connection with such sale Transfer by the Company or by the FPC Seller and any other seller Tag-Along Sellers with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments; provided, however, that all such obligations are equally applicable on a several and not joint basis to the FPC Seller and each Tag-Along Seller based on the consideration received by the FPC Seller and such Tag-Along Seller. The foregoing notwithstanding, (1i) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale Transfer, and (2ii) a Tag-Along Seller shall not be responsible for the fraud of the FPC Seller or any other seller Tag-Along Seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by the FPC Seller or any other seller Tag-Along Seller with respect to such other seller's (iA) ownership of and title to shares of capital stock of the CompanyShares, (iiB) organization, (iiiC) authority and or (ivD) conflicts and consentsconsents and any other matter concerning such other seller, or for breaches of any covenants made by the FPC Seller or any other Tag-Along Seller.

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shareholder selling shares of NewCo Shares (or NewCo Convertible Securities) pursuant to a "Tagtransaction contemplated by this Section 2.5 (a “Drag-Along Seller"”) agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock shares of NewCo Shares (or NewCo Convertible Securities) duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagDrag-Along Seller shall be severally responsible for its proportionate share of the third- party expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers FPC in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) monetary obligations and liabilities for indemnification (including for (xa) breaches of representations and warranties made in connection with such sale by the Company NewCo or any other seller with respect to the Company NewCo or the Company's business, NewCo’ business and (yb) breaches of covenants and (z) other mattersin effect prior to closing), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided all such obligations are equally applicable on a several and not joint basis to each Drag-Along Seller based on the consideration received by such Drag- Along Seller. The foregoing notwithstanding, (1a) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale sale, (b) a Drag Along Seller (other than an Executive Management Investor) shall not be obligated to enter into any non compete or other post-closing covenant that restricts its activities in any way and (2c) a TagDrag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's ’s (i) ownership of and title to shares of capital stock of the CompanyNewCo, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shares (a "Tag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any)agreements, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (x) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and (2) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder Management Investor electing to sell Tag-Along Shares (a "TagTAG-Along SellerALONG SELLER") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales sale agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock share certificates and other instruments for such Common Stock Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Each Tag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the monetary obligations and liabilities incurred by the sellers in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (xi) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (yii) breaches of covenants in effect prior to closing and (ziii) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided that all such obligations are equally applicable on a several and not joint basis to each Tag-Along Seller based on the consideration received by such Tag-Along Seller. The foregoing notwithstanding, (1i) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and sale, (2ii) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (iA) ownership of and title to shares of capital stock Shares of the Company, (iiB) organization, (iiiC) authority and (ivD) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing selling shares of Common Stock pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.5 (a "TagDrag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate appro- priate related agreements (other than any amendment to such TagDrag-Along Seller's Employment Agreement, if any), delivering at the consummation of such sale, stock certificates and other instruments for such shares of Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent ex- tent a vote or consent is required) and taking any other necessary neces- sary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a TagDrag-Along Seller, as such, shall not be required to make any representations representa- tions and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagDrag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers GSCP in connection with such sale and the obligations and liabilities li- abilities incurred by the sellers seller in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (x) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase pur- chase price adjustments. The foregoing notwithstanding, (1) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale and (2) a Tag-Drag- Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing Management Investor selling Shares pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.6 (a "TagDRAG-Along SellerALONG SELLER") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales sale agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock share certificates and other instruments for such Common Stock Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagEach Drag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers FPC Shareholder in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) monetary obligations and liabilities for indemnification (including for (xa) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, business and (yb) breaches of covenants and (z) other mattersin effect prior to closing), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided all such obligations are equally applicable on a several and not joint basis to each Drag-Along Seller based on the consideration received by such Drag-Along Seller. The foregoing notwithstanding, (1a) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale sale, and (2b) a TagDrag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock Shares of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder Shareholder electing to sell Tag-Along Shares (a "TagTAG-Along SellerALONG SELLER") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any)agreements, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (x) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and (2) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder EDS Shareholder electing to sell Tag-Along Shares (a "Tag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any)agreements, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock Ordinary Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (x) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale sale, and (2) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (iA) ownership of and title to shares of capital stock of the Company, (iiB) organization, (iiiC) authority and (ivD) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shares (a "Tag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales sale agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock (or other equity securities of the Company) duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the monetary obligations and liabilities incurred by the sellers in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (xi) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, and (yii) breaches of covenants and (z) other mattersin effect prior to closing), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided that all such obligations are equally applicable on a several and not joint basis to each Tag-Along Seller based on the consideration received by such Tag-Along Seller (treating any exercise price of unexercised Options or unexercised Warrants or unexercised Co-Investment Rights as consideration received). The foregoing notwithstanding, (1i) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale (treating any exercise price of unexercised Options or unexercised Warrants or unexercised Co-Investment Rights as proceeds received) and (2ii) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (iA) ownership of and title to shares of capital stock of the Company, (iiB) organization, (iiiC) authority and (ivD) conflicts and consents. Notwithstanding anything to the contrary in this Section 2.6, FPSH shall be entitled to require any Tag-Along Seller of vested Options, Warrants, Co-Investment Rights or other equity rights convertible into Common Stock to exercise such vested Options, Warrants, Co-Investment Rights or other equity rights concurrent with the consummation of any sale contemplated by this Section 2.6 to the extent necessary to participate in such sale.

Sale Agreement. Each Offeree Stockholder Shareholder electing to sell Tag-Along Shares (a "“Tag-Along Seller"”) agrees to cooperate in consummating such a saleTransfer, including, without limitation, including by becoming a party to the sales sale agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such saleTransfer, stock the share certificates (if any) and other instruments of transfer for such Common Stock Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Each Tag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale the Transfer incurred by the sellers FPC Seller in connection with such sale Transfer and the monetary obligations and liabilities incurred by the sellers FPC Seller in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurredincurred by the FPC Seller) obligations and liabilities for indemnification (including for (x) with respect to breaches of representations and warranties made in connection with such sale Transfer by the Company or by the FPC Seller and any other seller Tag-Along Sellers with respect to the Company or the Company's ’s business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments; provided, however, that all such obligations are equally applicable on a several and not joint basis to the FPC Seller and each Tag-Along Seller based on the consideration received by the FPC Seller and such Tag-Along Seller. The foregoing notwithstanding, (1i) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale Transfer, and (2ii) a Tag-Along Seller shall not be responsible for the fraud of the FPC Seller or any other seller Tag-Along Seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by the FPC Seller or any other seller Tag-Along Seller with respect to such other seller's ’s (iA) ownership of and title to shares of capital stock of the CompanyShares, (iiB) organization, (iiiC) authority and or (ivD) conflicts and consentsconsents and any other matter concerning such other seller, or for breaches of any covenants made by the FPC Seller or any other Tag-Along Seller.

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shares (a "Tag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreement, if any)agreements, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock Covered Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, Seller shall not be required to make any representations and warranties with respect to the Company NFP or the CompanyNFP's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers in connection with such sale. Such obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including including, without limitation, for (x) breaches of representations and warranties made in connection with such sale by the Company NFP or any other seller with respect to the Company NFP or the CompanyNFP's business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments. The foregoing notwithstanding, (1) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale and (2) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to Apollo's or such other seller's (i) ownership of and title to shares of capital stock of the CompanyNFP, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing selling shares of Holdings Common Stock (or Holdings Convertible Securities) pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.5 (a "Tag“Drag-Along Seller"”) agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such shares of Holdings Common Stock (or Holdings Convertible Securities) duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagDrag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers FPC in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) monetary obligations and liabilities for indemnification (including for (xa) breaches of representations and warranties made in connection with such sale by the Company Holdings or any other seller with respect to the Company Holdings or the Company's business, Holdings’ business and (yb) breaches of covenants and (z) other mattersin effect prior to closing), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided all such obligations are equally applicable on a several and not joint basis to each Drag-Along Seller based on the consideration received by such Drag-Along Seller. The foregoing notwithstanding, (1a) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale sale, (b) a Drag-Along Seller (other than an Executive Management Investor) shall not be obligated to enter into any non-compete or other post-closing covenant that restricts its activities in any way and (2c) a TagDrag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's ’s (i) ownership of and title to shares of capital stock of the CompanyHoldings, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing to sell Tag-Along Shares (a "Tag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such Common Stock duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each Tag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the monetary obligations and liabilities incurred by the sellers in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) obligations and liabilities for indemnification (including for (xi) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, (yii) breaches of covenants in effect prior to closing and (ziii) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustmentsadjustments provided all such obligations are equally applicable on a several and not joint basis to each Tag-Along Seller based on the consideration received by such Tag-Along Seller. The foregoing notwithstanding, (1i) without the written consent of a Tag-Along Seller, the amount of such obligations and liabilities for which such Tag-Along Seller shall be responsible shall not exceed the gross proceeds received by such Tag-Along Seller in such sale sale, (ii) a Tag-Along Seller shall not be obligated to enter into any non-compete or other post-closing covenant that restricts its activities in any way and (2iii) a Tag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (iA) ownership of and title to shares of capital stock of the Company, (iiB) organization, (iiiC) authority and (ivD) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing selling shares of Common Stock, Options, Warrants or Co-Investment Rights pursuant to sell Tag-Along Shares a transaction contemplated by this Section 2.5 (a an "TagFPSH Drag-Along Seller") agrees to cooperate in consummating such a sale, including, without limitation, by becoming a party to the sales agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such sale, stock certificates and other instruments for such shares of Common Stock Stock, Options, Warrants or Co-Investment Rights duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tagan FPSH Drag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagFPSH Drag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale incurred by the sellers in connection with such sale and the obligations and liabilities incurred by the sellers FPSH in connection with such sale. Such monetary obligations and liabilities shall include (to the extent such obligations are incurred) monetary obligations and liabilities for indemnification (including for (xa) breaches of representations and warranties made in connection with such sale by the Company or any other seller with respect to the Company or the Company's business, business and (y) breaches b)breaches of covenants and (z) other mattersin effect prior to closing), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments, provided that all such obligations are equally applicable on a several and not joint basis to each FPSH Drag-Along Seller based on the consideration received by such FPSH Drag-Along Seller (treating any exercise price of unexercisxx Xxxxxxx xx xxxxxxcised Warrants or unexercised Co-Investment Rights as consideration received). The foregoing notwithstanding, (1a) without the written consent of a Tagan FPSH Drag-Along Seller, the amount of such obligations and liabilities for which such TagFPSH Drag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagFPSH Drag-Along Seller in such sale (treating any exercise price of unexercised Options or unexercised Warrants or unexercised Co-Investment Rights as proceeds received) and (2b) a Tagan FPSH Drag-Along Seller shall not be responsible for the fraud of any other seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by any other seller with respect to such other seller's (i) ownership of and title to shares of capital stock of the Company, (ii) organization, (iii) authority and (iv) conflicts and consents.

Sale Agreement. Each Offeree Stockholder electing Trust selling Shares pursuant to sell Tag-Along Shares a transaction contemplated by this Section 4.5 (each such Trust, a "Tag“Drag-Along Seller"”) agrees to cooperate in consummating such a saleTransfer, including, without limitation, by becoming a party to the sales sale agreement and all other appropriate related agreements (other than any amendment to such Tag-Along Seller's Employment Agreementagreements, if any)delivering, delivering at the consummation of such saleTransfer, stock the share certificates (if any) and other instruments of transfer for such Common Stock Shares duly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent a vote or consent is required) and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. The foregoing notwithstanding, in connection with such sale, a Tag-Along Seller, as such, shall not be required to make any representations and warranties with respect to the Company or the Company's business or with respect to any other seller. In addition, each TagEach Drag-Along Seller shall be severally responsible for its proportionate share of the third-party expenses of sale the Transfer incurred by the sellers FPC Seller in connection with such sale Transfer and the monetary obligations and liabilities incurred by the sellers FPC Seller in connection with such saleTransfer. Such monetary obligations and liabilities shall include (to the extent such obligations are incurredincurred by the FPC Seller) obligations and liabilities for indemnification (including for (x) with respect to breaches of representations and warranties made in connection with such sale Transfer by the Company or by the FPC Seller and any other seller Drag-Along Sellers with respect to the Company or the Company's ’s business, (y) breaches of covenants and (z) other matters), and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments; provided, however, that all such obligations are equally applicable on a several and not joint basis to the FPC Seller and each Drag-Along Seller based on the consideration received by the FPC Seller and such Drag-Along Seller. The foregoing notwithstanding, (1i) without the written consent of a TagDrag-Along Seller, the amount of such obligations and liabilities for which such TagDrag-Along Seller shall be responsible shall not exceed the gross proceeds received by such TagDrag-Along Seller in such sale Transfer, and (2ii) a TagDrag-Along Seller shall not be responsible for the fraud of the FPC Seller or any other seller Drag-Along Seller or for any indemnification obligations and liabilities for breaches of representations and warranties made by the FPC Seller or any other seller Drag-Along Seller with respect to such other seller's ’s (iA) ownership of and title to shares of capital stock of the CompanyShares, (iiB) organization, (iiiC) authority and or (ivD) conflicts and consentsconsents and any other matter concerning such other seller, or for breaches of any covenants made by the FPC Seller or any other Drag-Along Seller.