By Shareholders. From and after the Closing Date, the Shareholders, --------------- jointly and severally, shall indemnify and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, shareholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, a "Buyer Indemnified Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Buyer Indemnified Party in connection therewith including consequential damages) (collectively, "Damages") that such Buyer Indemnified Party may sustain, suffer or incur and that result from, arise out of or relate to (a) any breach of any of the respective representations, warranties, covenants or agreements of any Shareholder contained in this Agreement or in the Closing Certificates, (b) any Environmental Condition existing on or before the Closing, and (c) any Liability of any Shareholder involving Taxes due and payable by, or imposed on the Company with respect to any Shareholder for any and all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable). Shareholder Indemnified Parties' obligations under this Section 10 are joint and several; provided that a Shareholder shall not be liable under this Agreement for an aggregate amount in excess of the portion of the Purchase Price received by such Shareholder minus any Taxes paid by such Shareholder on account of the Purchase Price; provided, further, that the Shareholders shall not have any obligation to indemnify Buyer from and against any Damages caused by the breach of any representation or warranty of the Shareholders contained in Section 3 until Buyer has suffered by reason of all such breaches Damages in excess of $50,000 in the aggregate (the "Deductible Amount"); at such time as to the total amount of such Damages exceeds the Deductible Amount in the aggregate, Buyer shall be entitled to indemnification against all Damages in excess of the Deductible Amount.
By Shareholders. New Bylaws may be adopted or these Bylaws may be repealed or amended at the annual or any other meeting of Shareholders called for that purpose, by a vote of Shareholders entitled to exercise a majority of the voting power of the Corporation, or by the written assent of such Shareholders. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
By Shareholders. (1) Each of the Shareholders severally undertakes that, at all times prior to the Termination Date:-
By Shareholders. Except when otherwise required by the 1940 Act, this Declaration of Trust may be amended at any time by a majority vote of the shares of the Trust entitled to be voted.
By Shareholders. Except as otherwise expressly provided in this Agreement, none of the Shareholders shall, without the prior consent in writing of the Agent and the Banks, prior to the Discharge Date:-
By Shareholders. Each of the Shareholders shall pay on demand all costs and expenses (including legal expenses on a full indemnity basis) reasonably incurred by the Agent and/or any of the Banks in protecting or enforcing any rights against it under this Agreement.
By Shareholders. Except when otherwise required by the 1940 Act, this Declaration of Trust may ---------------- be amended at any time by a majority of the votes represented by outstanding Shares entitled to vote, except that an amendment which shall affect the holders of one or more series or classes of Shares but not the holders of all outstanding series and classes shall be authorized by vote of holders of a majority of the votes represented by outstanding Shares entitled to vote of each series and class affected and no vote of Shareholders of a series class not affected shall be required.
By Shareholders. Except as provided in Section 9.2 hereof, this Declaration of Trust may be amended only by the affirmative vote of the holders of not less than two-thirds of all the Shares then outstanding and entitled to vote on the matter.
By Shareholders if any of the conditions provided for in Section 5.2 hereof shall not have been met or waived in writing by Shareholders at or prior to Closing.
By Shareholders. Unless the Articles of Incorporation or by-law adopted by the shareholders provides otherwise as to all or some portion of the by-laws, the shareholders may amend, repeal or adopt the by-laws even though the by-laws may also be amended, repealed or adopted by the board of directors. The above by-laws originally approved and adopted by the Board of Directors on March 21, 1997.
