Obligation of the. Company on a Covered Termination of Employment Associated with a Change in Control of the Company. In the event of a Covered Termination of Employment Associated with a Change in Control of the Company, then the Company shall provide the Executive with the same compensation and benefits and subject to the same terms and conditions as are specified in Section 5 above; provided, however that (i) the special compensation provided for in Section 5(c) shall be three times (rather than two times) the sum of the amounts specified in subsection (a) and (b) of Section 5(c), (ii) the special retirement plans lump sum provided for in Section 5(d) shall be calculated as if the Executive's employment has continued for a three-year period (rather than a two-year period) following his termination of employment and (iii) the welfare benefits provision of Section 5(f) shall be provided for a three-year period (rather than a two-year period). In addition, the tax gross-up provisions of Section 7 hereof shall apply. Further, the deferral election for the Executive described in Section 5(f) above shall apply, but only if the written irrevocable deferral form is filed with the Company prior to the first date on which a change in Control of the Company occurs.
Obligation of the. Stockholders to Indemnify Subject to the limitations contained in Article VIII and Article IX hereof, the Stockholders, jointly and severally, agree to indemnify, defend and hold harmless GRS (and its Affiliates, successors and assigns and their respective officers and directors) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements, but offset by any proceeds from insurance and taking into account the present value of any tax savings to GRS or the Company resulting from such losses, liabilities, damages, deficiencies, costs or expenses) ("Losses") based upon, arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Company or the Stockholders contained in this Agreement, (ii) liabilities for Taxes and (iii) any liability arising out of any subsequent adjustment by any tax authorities with respect to items attributable to periods prior to the Closing Date.
Obligation of the. Company to register equity held by (i) WSI, WPA Investment L.P., WEG L.P., WEG II L.P., or WEG III L.P., acting together, (ii) Sprout Capital VI, L.P., Sprout CEO Fund, L.P., Sprout Capital VII, L.P. or DLJ Capital Corporation (Delaware), acting together, and (iii) J.W. Childs Investments L.L.C., upon request of any such party in certain circumstances.
Obligation of the. Sellers to indemnify the Buyer The Sellers undertake to jointly (mancomunadamente), but not jointly and severally (solidariamente), pro rata to their respective stake in the Company, indemnify, subject to the limitations of liability under this Clause, the Buyer against any Damages resulting from:
Obligation of the issuer to make the entry of the transfer of securities. Every issuer or representative of the latter that receives instructions to transfer securities represented by accounting entries shall be bound to record the entry of the transfer in the register provided that all of the following conditions are met: