Common use of Obligations of the Shareholders Clause in Contracts

Obligations of the Shareholders. (a) From and after the Effective Time, by acceptance of the Merger Consideration pursuant to Article II hereof, the shareholders agree, jointly and severally, to indemnify and hold harmless the Surviving Corporation, Parent, Sub and their respective directors, officers, employees, affiliates, agents, successors and assigns (collectively, the "Indemnified Parties") from and against any and all Losses (as defined below) of any such person, directly or indirectly, as a result of, or based upon or arising from, (i) any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants, or agreements made by or of the Company or any shareholder in this Agreement including in any certificate delivered pursuant hereto without regard to any qualification or exception with respect to materiality, Material Adverse Effect or knowledge contained therein, (ii) any liability for Taxes for which the Company's shareholders are obligated to indemnify the Indemnified Parties pursuant to Article X (without duplication thereof) and (iii) any inaccuracies in the Expense Certificate (together, the "Indemnified Losses"). (b) The obligation of the shareholders to indemnify the Indemnified Parties for Indemnified Losses is subject to the following limitations: (x) the shareholders shall not be required to provide indemnification to any Indemnified Party pursuant to Section 9.2(a)(i) or (ii) of this Agreement unless the aggregate amount of Indemnified Losses incurred by all Indemnified Parties pursuant to such provision exceeds $3,500,000, and then the Indemnified Parties shall be entitled to the indemnification for the amount in excess of $1,750,000; and (y) in no event shall the aggregate obligation of the shareholders to indemnify the Indemnified Parties pursuant to this Agreement exceed the sum of the Escrowed Consideration and the Contingent Deferred Payment and in no event shall such obligation be payable except out of the Escrowed Consideration and the Contingent Deferred Payment. In the event that any indemnification obligations with respect to the matters referred to above are in excess of the Escrowed Consideration then, in addition to the rights of the Indemnified Parties to seek indemnification with respect to such matters, the Indemnified Parties shall have the right to reduce the amount of the Contingent Deferred Payment, if any, by the amount of such excess. (c) In the event that, and at such time as, the payment of any Indemnified Losses in respect of which the shareholders are obligated results in a reduction of Taxes actually paid by an Indemnified Party, then the amount of Escrowed Consideration due to the Indemnified Party shall reflect the amount in Taxes actually paid by such Indemnified Party below the amount of Taxes that would have been paid solely but for the tax effect of the payment by such Indemnified Party of such Loss. (d) The amount of any Indemnified Losses for which the Indemnified Parties are owed in accordance with this Section 9.2 shall be reduced by the aggregate of any amounts, less any payments or out-of-pocket expenses made by any Indemnified Party, actually recovered by such Indemnified Party under insurance policies with respect to such Losses.

Obligations of the Shareholders. At the Closing and subject to the terms, provisions and conditions contained herein, the Shareholders shall and shall cause the Company to take all actions and do all things necessary to sell, transfer, assign, convey and deliver the Shares to the Purchaser, free and clear of any and all Liens, and to consummate the transactions contemplated hereby, including, without limitation, delivery or causing to be delivered to the Purchaser the following: (a) From the Rosen Shares, as evidenced by certificate nos. 1 and after 2, duly endorsed ▇▇ ▇lank or accompanied by stock powers duly executed in blank and bearing all necessary stock transfer tax stamps affixed thereto, sufficient to transfer the Effective Time, by acceptance Rosen Shares to Purchaser on the books of the Merger Consideration pursuant to Article II hereof, the shareholders agree, jointly and severally, to indemnify and hold harmless the Surviving Corporation, Parent, Sub and their respective directors, officers, employees, affiliates, agents, successors and assigns Company; (collectively, the "Indemnified Parties"▇) from and against any and all Losses (as defined below) of any such person, directly or indirectly▇▇e Davies Shares, as a result ofevidenced by certificate no. 3, duly endorsed in blank or based upon or arising fromaccompanied by stock powers duly executed in blank and bearing all necessary stock transfer tax stamps affixed thereto, (i) any inaccuracy in or breach or nonperformance of any sufficient to transfer the Davies Shares to Purchaser on the books of the representations, warranties, covenants, or agreements made by or of the Company or any shareholder in this Agreement including in any certificate delivered pursuant hereto without regard to any qualification or exception with respect to materiality, Material Adverse Effect or knowledge contained therein, (ii) any liability for Taxes for which the Company's shareholders are obligated to indemnify the Indemnified Parties pursuant to Article X (without duplication thereof) and (iii) any inaccuracies in the Expense Certificate (together, the "Indemnified Losses"). (b) The obligation of the shareholders to indemnify the Indemnified Parties for Indemnified Losses is subject to the following limitations: (x) the shareholders shall not be required to provide indemnification to any Indemnified Party pursuant to Section 9.2(a)(i) or (ii) of this Agreement unless the aggregate amount of Indemnified Losses incurred by all Indemnified Parties pursuant to such provision exceeds $3,500,000, and then the Indemnified Parties shall be entitled to the indemnification for the amount in excess of $1,750,000; and (y) in no event shall the aggregate obligation of the shareholders to indemnify the Indemnified Parties pursuant to this Agreement exceed the sum of the Escrowed Consideration and the Contingent Deferred Payment and in no event shall such obligation be payable except out of the Escrowed Consideration and the Contingent Deferred Payment. In the event that any indemnification obligations with respect to the matters referred to above are in excess of the Escrowed Consideration then, in addition to the rights of the Indemnified Parties to seek indemnification with respect to such matters, the Indemnified Parties shall have the right to reduce the amount of the Contingent Deferred Payment, if any, by the amount of such excess.; (c) In the event thatNon-Competition Agreement, executed by the Shareholders; (d) the Rosen Employment Agreement, executed by Rosen; (e) the S▇▇▇▇▇older Release, executed by the Shar▇▇▇▇▇ers; (f) a certificate dated as of the Closing Date, executed by the Secretary of the Company, certifying that attached thereto are true, correct and at such time as, complete copies of the payment Certificate of any Indemnified Losses Incorporation and By-Laws of the Company; (g) executed originals of all Required Consents and all consents and Authorizations necessary or required to be obtained in respect of which order to consummate the shareholders are obligated results in a reduction of Taxes actually paid by an Indemnified Party, then the amount of Escrowed Consideration due transactions contemplated hereby; (h) evidence satisfactory to the Indemnified Party shall reflect the amount in Taxes actually paid by such Indemnified Party below the amount of Taxes that would have been paid solely but for the tax effect Purchaser of the payment by such Indemnified Party the Company of such Loss.all Taxes due and payable as of the Closing Date; (di) The amount all of any Indemnified Losses for which the Indemnified Parties are owed in accordance with this Section 9.2 shall be reduced Company's books, records and other data and materials; (j) evidence of the closing of the transactions contemplated by the aggregate Stock Purchase Agreement, of any amountseven date herewith, less any payments among the Purchaser, Rosen, Davies, John Ermilio and Haddon Strategic Alliances, Inc. (the "Haddon Agreem▇▇▇"); (▇) evidence of the payment in full or out-of-pocket expenses made satisfaction in full of the Rosen Associates Promissory Note; (l) the Working Capita▇ ▇▇▇tement, certified by any Indemnified Partythe President of the Company; (m) the opinion of counsel referred to in Section 7.11 hereof; and (n) such other certificates, actually recovered by such Indemnified Party under insurance policies with respect to such Lossesdocuments, receipts and instruments as the Purchaser or its legal counsel may request.