Common use of Representation and Undertaking Clause in Contracts

Representation and Undertaking. (a) Any such sale or disposition by the Dragged Shareholders shall be on the terms and conditions as the proposed Drag-Along Sale by the Drag-Along Shareholders. Subject to Section 5.3, such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Drag-Along Sale, including, without limitation, those as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind other than customary permitted liens, the Shares proposed to be transferred or sold by such persons or entities; and such sale or transfer not constituting a violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is a party or by which they are bound, and shall, severally and not jointly, indemnify and hold harmless the purchasers against all costs, damages, expenses, losses, judgments or liabilities for any breach or alleged breach of any representation or warranty made by such Dragged Shareholders under the terms of the agreements relating to such Drag-Along Sale, which indemnification shall be limited, in the aggregate, to each such Dragged Shareholder’s pro rata share of the indemnification amount and in no event exceed the amount of consideration actually paid to such Dragged Shareholder in connection with such Drag-Along Sale. (b) Subject to Section 5.3 hereof, each of the Dragged Shareholders undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority or any third party (the “Consents”), which are required to be obtained or made in connection with the Drag-Along Sale; provided, that such Consents should be obtained or made without significant expenses. Each of the Drag-Along Shareholders and the Dragged Shareholders further undertakes to pay its pro rata share of costs and expenses arising out of or in connection with the Drag-Along Sale.

Representation and Undertaking. (a) Any such sale or disposition by the Dragged Shareholders shall be on the terms and conditions as the proposed Drag-Along Approved Sale by the Drag-Along ShareholdersPotential Purchaser. Subject to Section 5.3, such Such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Drag-Along Approved Sale, including, without limitation, those as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind other than customary permitted lienskind, the Shares proposed to be transferred or sold by such persons Persons or entities; and such sale or transfer not constituting a any violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law Law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is a party or by which they are bound, bound and shall, severally and not jointlywithout limitation as to time, indemnify and hold harmless to the full extent permitted by Law, the purchasers against all costsobligations, cost, damages, expenses, losses, judgments judgments, assessments, or other liabilities for including, without limitation, any special, indirect, consequential or punitive damages, any court costs, costs of preparation, attorney's fees or expenses, or any accountant's or expert witness' fees arising out of, in connection with or related to any breach or alleged breach of any representation or warranty made by by, or agreements, understandings or covenants of such Dragged Shareholders under the terms of the agreements relating to such Drag-Along Approved Sale, which indemnification shall be limited, in the aggregate, to each such Dragged Shareholder’s pro rata share of the indemnification amount and in no event exceed the amount of consideration actually paid to such Dragged Shareholder in connection with such Drag-Along Sale. (b) Subject to Section 5.3 hereof, each . Each of the Dragged Shareholders undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority Governmental Authority or any third party (the “Consents”)party, which are required to be obtained or made in connection with the Drag-Along Approved Sale; provided, that such Consents should be obtained or made without significant expenses. Each of the Drag-Along Shareholders and the Dragged Shareholders further undertakes to pay its pro rata share of costs and expenses arising out of or incurred in connection with the Drag-Along such proposed Approved Sale.

Representation and Undertaking. (ai) Any such sale or disposition by the Dragged Shareholders shall be on the terms and conditions as the proposed Drag-Along Sale by the Drag-Along Shareholders. Subject to Section 5.3, such Such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Drag-Along Sale, including, without limitation, those as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind other than customary permitted lienskind, the Shares shares proposed to be transferred or sold by such persons or entities; and such sale or transfer not constituting a any violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is a party or by which they are bound, bound and shall, severally and not jointlywithout limitation as to time, indemnify and hold harmless to the full extent permitted by law, the purchasers against all costsobligations, cost, damages, expenses, losses, judgments judgments, assessments, or other liabilities for including, without limitation, any special, indirect, consequential or punitive damages, any court costs, costs of preparation, attorney’s fees or expenses, or any accountant’s or expert witness’ fees arising out of, in connection with or related to any breach or alleged breach of any representation or warranty made by by, or agreements, understandings or covenants of such Dragged Shareholders as the case may be, under the terms of the agreements relating to such Drag-Along Sale, which indemnification shall be limited, in the aggregate, to each such Dragged Shareholder’s pro rata share of the indemnification amount and in no event exceed the amount of consideration actually paid to such Dragged Shareholder in connection with such Drag-Along Sale. (bii) Subject to Section 5.3 hereof, each Each of the Dragged Shareholders undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority Governmental Authority or any third party (the “Consents”), which are required to be obtained or made in connection with the Drag-Along Sale; provided, that such Consents should be obtained or made without significant expenses. . (iii) Each of the Drag-Along Shareholders and the Dragged Shareholders further undertakes to pay its pro rata share of costs and expenses arising out of or incurred in connection with the Drag-Along Sale.

Representation and Undertaking. (a) Any such sale or disposition by the Dragged Shareholders shall be on the terms and conditions as the proposed Drag-Along Sale by the Drag-Along Shareholders. Subject to Section 5.3, such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Drag-Along Sale, including, without limitation, those as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind other than customary permitted liens, the Shares proposed to be transferred or sold by such persons or entities; and such sale or transfer not constituting a violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is a party or by which they are bound, and shall, severally and not jointly, indemnify and hold harmless the purchasers against all costs, damages, expenses, losses, judgments or liabilities for any breach or alleged breach of any representation or warranty made by such Dragged Shareholders under the terms of the agreements relating to such Drag-Along Sale, which indemnification shall be limited, in the aggregate, to each such Dragged Shareholder’s pro rata share of the indemnification amount and in no event exceed the amount of consideration actually paid to such Dragged Shareholder in connection with such Drag-Along Sale. (b) Subject to Section 5.3 hereof, each of the Dragged Shareholders undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority or any third party (the “Consents”), which are required to be obtained or made in connection with the Drag-Along Sale; provided, that such Consents should be obtained or made without significant expenses. Each of the Drag-Along Shareholders and the Dragged Shareholders further undertakes to pay its pro rata share of costs and expenses arising out of or in connection with the Drag-Along Sale.

Representation and Undertaking. (a) Any such sale or disposition by the each Dragged Shareholders Shareholder shall be on the terms and conditions as the proposed Drag-Along Sale by the Drag-Along Shareholders. Subject to Section 5.3, Each of such Dragged Shareholders shall be required to make customary and usual representations and warranties in connection with the Drag-Along Sale, including, without limitation, those as to their its ownership and authority to sell, free of all liens, claims and encumbrances of any kind other than customary permitted lienskind, the Shares proposed to be transferred or sold by such persons or entitiesit in the Drag-Along Sale; and such sale or transfer not constituting a any violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law or regulation Laws applicable to such Dragged Shareholders Shareholder or any material contract to which such Dragged Shareholders Shareholder is a party or by which they are bound, it is bound and shall, severally and not jointlywithout limitation as to time, indemnify and hold harmless to the purchasers full extent permitted by Laws, the purchaser(s) against all costsobligations, cost, damages, expenses, losses, judgments judgments, assessments, or other liabilities for including, without limitation, any special, indirect, consequential or punitive damages, any court costs, costs of preparation, attorney’s fees or expenses, or any accountant’s or expert witness’ fees arising out of, in connection with or related to any breach or alleged breach of any representation or warranty made by by, or agreements, understandings or covenants of such Dragged Shareholders Shareholder as the case may be, under the terms of the agreements relating to such Drag-Along Sale, which indemnification shall be limited, in the aggregate, to each such Dragged Shareholder’s pro rata share of the indemnification amount and in no event exceed the amount of consideration actually paid to such Dragged Shareholder in connection with such Drag-Along Sale. (b) Subject to Section 5.3 hereof, each Each of the Dragged Shareholders undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority Governmental Authority or any third party (the “Consents”)party, which are required to be obtained or made by it in connection with the Drag-Drag- Along Sale; provided, that such Consents should be obtained or made without significant expenses. Each of the Drag-Along Shareholders and the Dragged Shareholders further undertakes to pay its pro rata share of costs and expenses arising out of or incurred in connection with the Drag-Along Sale.

Representation and Undertaking. (a) Any such sale or disposition by the Dragged Shareholders Shareholders, in each applicable case, shall be on the terms and conditions of the Approved Sale as the proposed Drag-Along Sale by the Drag-Along ShareholdersPotential Purchaser. Subject to Section 5.3, such Such Dragged Shareholders shall be required to make severally customary and usual representations and warranties in connection with the Drag-Along Approved Sale, including, without limitation, those as to their ownership and authority to sell, free of all liens, claims and encumbrances of any kind other than customary permitted lienskind, the Shares shares proposed to be transferred or sold by such persons Persons or entities; and such sale or transfer not constituting a any violation or breach of or default under (with or without the giving of notice or the lapse of time or both) any law Law or regulation applicable to such Dragged Shareholders or any material contract to which such Dragged Shareholders is are a party or by which they are bound, bound and shall, shall severally and not jointly, indemnify and hold harmless to the full extent permitted by Law, the purchasers against all costsactual cost, damages, expensesor other liabilities, lossesarising out of, judgments in connection with or liabilities for related to any breach or alleged breach of any representation or warranty made by by, or agreements, understandings or covenants of such Dragged Shareholders Shareholders, respectively as the case may be, under the terms of the agreements relating to such Drag-Along Approved Sale, which indemnification provided that no Shareholder shall be limited, in the aggregate, to each such Dragged Shareholder’s pro rata share of the indemnification amount and in no event exceed the amount of consideration actually paid to such Dragged Shareholder obligated in connection with such Drag-Along Sale. (b) Subject Approved Sale to Section 5.3 hereofpay any amount with respect to any liabilities arising from the representations, each warranties and indemnities given by it in excess of its share of the Dragged Shareholders total consideration paid by the Potential Purchaser. Each of the Group Companies undertakes to obtain all consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority or any third party (the “Consents”)party, which are required to be obtained or made by them in connection with the Drag-Along Approved Sale; provided, that such Consents should be obtained or made without significant expenses. Each of the Drag-Along Shareholders and the Dragged Shareholders further Shareholder undertakes to pay its pro rata share of costs and expenses arising out of or incurred in connection with such proposed Approved Sale based on its share of the Drag-Along Saletotal consideration paid by the Potential Purchaser relative to each other.