Common use of Liability of Transferor Clause in Contracts

Liability of Transferor. In the event that any Shareholder proposes to make a Transfer permitted under this Article IV, such Shareholder shall cause the transferee, prior to such Transfer, to execute one or more instruments pursuant to which the transferee adopts and agrees to be bound as a Shareholder to this Agreement and such transferring Shareholder shall be released from the obligations (except for Article VI) hereunder (including its commitment under Section 2.7) with respect to the interest represented by the transferred Common Shares assumed by the transferee and, until the transferee executes said instrument(s), such transfer shall not be valid and effective and the transferor shall remain fully liable for the acts, omissions or defaults of the transferee with respect to the interest represented by the proposed transferred Common Shares and the provisions of this Agreement, as if the transferor were still a party hereto; provided, however, that the Non-Initiating Shareholder in a Drag-Along Sale shall not have any duty under this Section 4.7. No Transfer shall relieve the transferor of responsibility for its own acts, omissions or defaults.