Common use of Obligations of Shareholders Clause in Contracts

Obligations of Shareholders. In consideration of the mutual obligations of the parties herein contained, and except as the Shareholders may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement, each of the Shareholders shall exercise their powers in relation to the Company to procure that: (a) the Company carries on the Business and conducts its affairs in a proper and efficient manner and in accordance with all applicable laws, regulations, licenses, consents, approvals or authorisations from any relevant authorities; (b) the Company, the Directors and the Shareholders, shall comply strictly and expeditiously with the provisions of this Agreement; (c) the Company shall cause to be kept accurate and complete accounting records relating to the business, undertaking and affairs of the Company which records shall be made available at all reasonable times for inspection by the Directors; (d) the Company shall prepare monthly management accounts (in such format as shall be prescribed by Otsaw for its Subsidiaries incorporated in Singapore (and materially corresponding to the format circulated to Swisslog prior to this Agreement if not agreed otherwise by Swisslog in writing) and provide them to the Board of Directors and the Shareholders within 20 Business Days following the end of the month; (e) the Company shall prepare annual accounts for each Financial Year, in each case in accordance with generally accepted accounting principles and practices in Singapore and in compliance with all applicable legislation in respect of the accounting reference period and which shall be audited by the Auditors, and shall procure and present them for approval to the Board of Directors and, once approved, shall send them to the Shareholders (however latest within 6 months following the end of the relevant financial year); (f) The Company shall prepare, or cause to be prepared, in each financial year for the subsequent financial year an annual business plan and budget for the Company and shall send such draft annual business plan and budget for the approval to the Board of Directors no later than 20 Business Days prior to the end of each financial year, and after the annual business plan and budget is approved by the Board the Company shall send these to the Shareholders; (g) the Company shall do all that the Auditors may reasonably require by way of records and accounts and provide the Auditors with such information and explanations as they reasonably require and otherwise assist the Auditors in all reasonable ways; (h) if the Company requires any approval, consent or licence for the carrying on of its business in the places and in the manner in which it is for the time being carried on or proposed to be carried on, the Company will use its best endeavours to obtain and maintain the same in full force and effect; and (i) the Company shall promptly inform the Board of Directors of any material development affecting the business or financial condition of the Company.

Obligations of Shareholders. In consideration Subject to the limitations of this Section 10, Shareholders agree to and shall jointly and severally indemnify and hold harmless (after the mutual obligations of the parties herein containedClosing) Buyer, and except as the Shareholders may otherwise agree in writing its respective directors, officers, employees, affiliates, agents and assigns from and against any and all Loss of Buyer or save as otherwise provided Company including, without limitation, all reasonable costs associated with investigating, removing, disposing of or contemplated in this Agreementremediating Hazardous Substances), each of the Shareholders shall exercise their powers in relation to the Company to procure thatdirectly or indirectly, resulting from, based upon or arising out of: (a) any inaccuracy in or breach of any of the representations or warranties, as such representations or warranties are qualified by matters specifically disclosed in the Schedules hereto, made by Company carries on or Shareholders in or pursuant to this Agreement or the Business and conducts its affairs in a proper and efficient manner and in accordance with all applicable laws, regulations, licenses, consents, approvals or authorisations from any relevant authorities;Joinder Agreement; or (b) the Company, the Directors and the Shareholders, shall comply strictly and expeditiously with the provisions failure to perform any covenant of this Agreement;Agreement or the Company Documents; or (c) the Company shall cause to be kept accurate and complete accounting records relating to the business, undertaking and affairs any liability (i) for any Indebtedness of the Company incurred prior to and not paid as of the Closing Date, and (ii) arising from the failure of the Company or the Shareholders to timely file any Tax Returns due prior to the Closing Date or to timely pay any Taxes due for periods prior to the Closing Date (except for any Taxes being contested in good faith and by appropriate proceedings (and for which records adequate reserves have been established and are being maintained)), as well as any interest or penalties arising as a result therefrom, provided that the Shareholders shall have no liability for the underlying Taxes in the event the Company paid such Taxes on or prior to the Closing Date (in which case the Shareholders? liability hereunder shall be made available at limited to the interest and penalties related thereto), and provided further that the Buyer shall promptly notify the Shareholders after its discovery of any such delinquent Tax Returns and/or Taxes (as well as any such interest or penalties related thereto). As used in this Agreement, (x) the term ?Tax Returns? means all reasonable times for inspection tax returns and tax reports required to be filed by the Directors;Company with all appropriate Governmental Authorities (including all federal, state, commonwealth, foreign, local, and other tax or information returns and tax reports) with respect to, among other things, all income tax, unemployment compensation, social security, payroll, sales and use, profit, excise, privilege, occupation, property, ad valorem, franchise, license, school and any other tax under the laws of the United States or of any state or any municipal entity or of any political subdivision with valid taxing authority), and (y) the term ATaxes= means all federal, state, commonwealth, foreign, local and other governmental taxes and estimated taxes, but not interest or penalties, in connection with the foregoing which have become due pursuant to the Tax Returns; or (d) uninsured third party claims resulting from the actions of Shareholders or Company shall prepare monthly management accounts (in such format as shall be prescribed by Otsaw for its Subsidiaries incorporated in Singapore (and materially corresponding the conduct of the Business prior to the format circulated to Swisslog prior to this Agreement if not agreed otherwise by Swisslog Closing except for the matter described in writing) and provide them to the Board of Directors and the Shareholders within 20 Business Days following the end of the month;Schedule 5.14; or (e) any and all violations of or liabilities under Environmental Law that (i) relate to the real property or the Company shall prepare annual accounts for each Financial Yearand arise on or before the Closing; or (ii) arise from or relate to conditions, in each case in accordance with generally accepted accounting principles and practices in Singapore and in compliance with all applicable legislation in respect actions, activities or operations, whether conducted by, caused by or attributable to the Company, the Shareholders or any entity acting on behalf of the accounting reference period and which shall be audited by the AuditorsCompany, and shall procure and present them for approval to the Board of Directors and, once approved, shall send them to the Shareholders (however latest within 6 months following the end of the relevant financial year);on or before Closing; or (f) The Company shall prepareany damages, penalties and taxes arising from any breach of ERISA fiduciary duty or cause to be prepared, in each financial year for ERISA prohibited transaction occurring before the subsequent financial year an annual business plan and budget for the Company and shall send such draft annual business plan and budget for the approval to the Board of Directors no later than 20 Business Days prior to the end of each financial year, and after the annual business plan and budget is approved by the Board the Company shall send these to the Shareholders;Closing; or (g) the Company shall do all that the Auditors may reasonably require by way of records compensation, benefits, and accounts and provide the Auditors with such information and explanations as they reasonably require and otherwise assist the Auditors in all reasonable ways; (h) if the Company requires any approval, consent or licence for the carrying on of its business in the places and in the manner in which it is for the time being carried on or proposed to be carried on, the Company will use its best endeavours to obtain and maintain the same in full force and effect; and (i) the Company shall promptly inform the Board of Directors of any material development affecting the business or financial condition claims arising out of the Companytermination of employment by employees of Company before Closing.