Common use of RELATED DOCUMENTATION Clause in Contracts

RELATED DOCUMENTATION. (i) In connection with the transaction contemplated by Section 3.2, each Tag-Along Party will agree to make substantially the same customary representations, covenants, indemnities and agreements as the Transferring Seller so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by the Transferring Seller; provided that (A) any general indemnity given by the Transferring Seller, applicable to liabilities not specifically related to the Transferring Seller or its ownership of the respective Tag-Along Securities to be Transferred by it, to the Third-Party Offeror in connection with the Tag-Along Sale shall be apportioned with the Tag-Along Party according to the consideration received by each of the Transferring Seller and the Tag-Along Party, (B) the aggregate liability of any such Transferring Seller or the Tag-Along Party in connection with such representations, covenants, indemnities and agreements shall not exceed such party’s net proceeds from the Tag-Along Sale, and (C) any representation and indemnification obligation relating specifically to a Transferring Seller or the Tag-Along Party, its respective Tag-Along Securities and/or its respective authorization, execution and delivery of agreements and instruments in connection with the Tag-Along Sale to the Third-Party Offeror shall be made and borne only by such party.

Appears in 5 contracts

Samples: Shareholders Agreement (Pinnacle Entertainment Inc.), Shareholders Agreement (Pinnacle Entertainment Inc.), Shareholders Agreement (Pinnacle Entertainment Inc.)

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