Terms of Tag-Along Sale; Cooperation. Any sales of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock by a Holder as a result of the “Tag-Along Rights” provided under this Section 5.4 shall be on the same terms and conditions as the proposed Tag-Along Sale by the Transferor. It is acknowledged that each Holder participating in such Tag-Along Sale will be entitled to receive the same form of consideration for each of its shares of Common Stock, Junior Preferred Stock and/or Senior Preferred Stock, as applicable, as is received by the Transferor, unless any Transferor is given an option as to the form and amount of consideration to be received in connection with such Tag-Along Sale, in which case all Holders of Capital Stock will be given the same such option. Each Holder participating in any Tag-Along Sale shall cooperate in good faith with the Transferor and the Company in connection with the consummation of such Tag-Along Sale, including, without limitation, by executing a document containing customary representations, warranties, indemnities and agreements as requested by the purchaser in connection with such Tag-Along Sale, which shall be in substantially the same form that is executed by the Transferor in connection with such Tag Along Sale; provided, however, that no Holder participating in such Tag-Along Sale shall be required to make any representations and warranties other than representations as to its due authorization, due execution, enforceability, lack of conflicts, title to shares of Capital Stock and investment qualifications (provided, that, for the avoidance of doubt, the foregoing shall in no way serve as a restriction on the indemnification obligations of such Holders in connection with such Tag-Along Sale); and provided, further, that, notwithstanding the foregoing, the liability for any indemnity obligations of any Holders under such document shall be several and not joint and several and, with respect to representations and warranties, shall not exceed the aggregate cash consideration received by such Holders in connection with such transaction except with respect to claims related to (a) fraud or willful breach by any such Holder and (b) a breach of any representation or warranty of a Holder relating to due authorization, due execution, enforceability, lack of conflicts, title to shares of Capital Stock and investment qualifications.
Terms of Tag-Along Sale; Cooperation. The participating Stockholders shall cooperate in good faith with the Transferring Party or Senior Preferred Transferring Party, as applicable, and the Company in connection with the consummation of any Tag-Along Sale. Any sales of Capital Stock by a Stockholder as a result of the “Tag-Along Rights” provided under this Article IV shall be on the same terms and conditions as the proposed Tag-Along Sale by the Transferring Party; provided that no Stockholder seeking to sell its Capital Stock in a Tag-Along Sale shall be required to make representations and warranties other than with respect to title to such Stockholder’s Capital Stock, authority to enter into the relevant transaction and other customary matters as to which a seller of a minority interest would make representations and warranties in a similar situation. Notwithstanding the foregoing, the liability of any Stockholder participating in any Tag-Along Sale under any indemnity, holdback or similar arrangement shall be similar to that of the Transferring Party; provided, that the liability of any Stockholder under any such indemnity, holdback or similar provision shall be several and not joint and shall be limited to the gross proceeds received by such Stockholder in connection with the Tag-Along Sale or Senior Preferred Tag-Along Sale, as the case may be.
Terms of Tag-Along Sale; Cooperation. The participating Stockholders shall cooperate in good faith with the Transferring Party and the Company in connection with the consummation of any Tag-Along Sale. Any sales of Common Stock by a Stockholder as a result of the “Tag-Along Rights” provided under this Article IV shall be on the same terms and conditions as the proposed Tag-Along Sale by the Transferring Party; provided that no Stockholder seeking to sell its Common Stock in a Tag-Along Sale shall be required to make representations and warranties other than with respect to title to such Stockholder’s Common Stock, authority to enter into the relevant transaction and other customary matters as to which a seller of a minority interest would make representations and warranties in a similar situation.
Terms of Tag-Along Sale; Cooperation. Any sales of Capital Stock by a Management Holder as a result of the "Tag-Along Rights" provided under this Article V shall be on the same terms and conditions as the proposed Tag-Along Sale by the GEI Parties. The Management Holders shall cooperate in good faith with the GEI Parties and the Company in connection with the consummation of any Tag-Along Sale, including, without limitation, by executing a document containing representations, warranties, indemnities and agreements as requested by the purchaser in connection with the Tag-Along Sale to the same extent such representations, warranties, indemnities and agreements apply to the GEI Parties; provided, that, notwithstanding the foregoing, the liability for any indemnity obligations of any Management Holder under such document shall be several and not joint and several.
