By the Shareholders. (i) Subject to the provisions of Section 9.1 relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closing, the Shareholders severally, in proportion to the Shareholders’ Proportionate Interests, agree to indemnify, defend and hold harmless Buyers, their Affiliates, and the officers, directors, partners, employees, agents, representatives, successors and assigns of any of the foregoing (collectively, “Buyer Indemnitees”) against all Losses incurred by any of Buyer Indemnitees (after deduction of the amount of any insurance proceeds recovered by the Buyer Indemnitees) and arising out of or relating to: (A) any breach of any representation or warranty made by the Shareholders in this Agreement or any other Transaction Document, (B) any breach of any covenant, agreement or obligation of the Shareholders contained in this Agreement or any other Transaction Document, (C) any breach by Deltek of any covenant, agreement or obligation contained in this Agreement or any other Transaction Document and required to be performed or complied with by Deltek prior to the Closing, (D) Shareholders’ Taxes, (E) any employee severance obligations incurred by Deltek or any Subsidiary arising out of the consummation of the Contemplated Transactions (including under the Executive Severance Agreements and Severance Agreements) other than those obligations incurred under Section 5.14(b)(ii), and (F) any Losses arising out of or relating to claims made by holders of Deltek’s stock appreciation rights that in any way relate to the consideration paid to such holders with respect to the exercise or termination of their stock appreciation rights in connection with the Contemplated Transactions. Notwithstanding the foregoing, with respect to direct claims made by a Buyer Indemnitee against the Shareholders, damages shall constitute Losses for the purpose of this Section 9.2(b) only to the extent of the direct damages incurred by the Buyer Indemnitee (excluding consequential damages, whether or not foreseeable), but the Shareholders shall be liable for all damages (including consequential damages) that form part of a third party claim against a Buyer Indemnitee. In addition, notwithstanding the foregoing, Losses shall not include, and the Buyer Indemnitees shall not be entitled to indemnification from the Shareholders under this Section 9.2(b) with respect to (i) any restatement of Deltek’s financial statements after the...
By the Shareholders. The Corporation's shareholders may amend or repeal the Corporation's Bylaws, including any Bylaw that also may be amended or repealed by the Board of Directors.
By the Shareholders. These Bylaws may be amended, altered, or repealed at any annual or special meeting of the shareholders; provided that, in the case of a special meeting, notice of the proposed alteration or amendment is contained in the notice of the meeting.
By the Shareholders. These By-Laws may be amended, added to, altered or repealed, or new by-laws may be adopted, at any meeting of shareholders of the corporation by the affirmative vote of the holders of a majority of the shares entitled to vote in the election of directors present and voting at such meeting, provided, in the case of a special meeting, notice that an amendment is to be considered and acted upon is inserted in the notice or waiver of notice of said meeting.
By the Shareholders. Each Shareholder have been advised by their respective counsel with respect to the meaning and effect of this Section 5.01.
By the Shareholders. The decision of the Independent Accountant shall also include a certificate (the "SETTLEMENT AMOUNT CERTIFICATE") of the Independent Accountant setting forth the final amount of the Closing Date Net Asset Value and the amount, if any, by which the second installment of the Purchase Price payable six months after the Closing shall be increased or reduced. The Closing Date Balance Sheet shall be deemed to include all undisputed adjustments and those adjustments made by the decision of the Independent Accountant in resolving the Contested Adjustments.
By the Shareholders. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing information regarding such holder's ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company or such other indemnified Person against all Losses caused by any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such holder expressly for use therein; provided, however, that each holder's obligation to indemnify the Company hereunder shall, to the extent more than one holder is subject to the same indemnification obligation, be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement. Notwithstanding the foregoing, no holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability.
By the Shareholders. These Bylaws may be amended by the shareholders at a meeting called for such purpose in any manner not inconsistent with any provision of law or of the Corporation’s Certificate of Incorporation.
By the Shareholders. Xxxxx X. Xxxxxx, Xxxxxxx Xxx and, solely with respect to Section 4.2, Xxxxx Xxxxxx, jointly and severally, shall indemnify and hold harmless A4S and the Merger Sub, and each of their respective officers, employees, Affiliates and agents, at all times from and after the Closing Date, against and in respect of Losses arising from: (i) any breach of any of the representations or warranties made by the Shareholders or the Targets in this Agreement (without regard to any materiality qualification contained in any such representation or warranty); and (ii) any breach of the covenants and agreements made by the Shareholders or the Targets in this Agreement or any exhibit hereto delivered by the Shareholders or the Targets in connection with the Closing.
By the Shareholders. The Shareholders shall deliver or cause to be delivered to Buyer the following:
