Agreement by CSI and the Affiliated CSI Sample Clauses

Agreement by CSI and the Affiliated CSI. Stockholders to Indemnify 28 SECTION 9.2 Agreement by LCS to Indemnify 30 SECTION 9.3 Conditions of Indemnification 31 SECTION 9.4 Applicability 31 ARTICLE X MISCELLANEOUS SECTION 10.1 Termination 32 SECTION 10.2 Effect of Termination 32 SECTION 10.3 Brokers; Expenses 33 SECTION 10.4 Restrictions on Transfer of LCS Securities 33 SECTION 10.5 Waiver and Amendment 33 SECTION 10.6 Public Statements 34 SECTION 10.7 Assignment 34 SECTION 10.8 Notices 34 SECTION 10.9 Governing Law 35 SECTION 10.10 Severability 35 SECTION 10.11 Counterparts 35 SECTION 10.12 Headings 35 SECTION 10.13 Entire Agreement; Third Party Beneficiaries 35 Schedules Schedule 3.1(a) - List of CSI Subsidiaries Schedule 3.1(b) - Corporate Organization Schedule 3.2 - Qualification Schedule 3.5 - List of Conflicts Schedule 3.7(a) - List of Holders of CSI Common Stock Schedule 3.7(b) - Capitalization Schedule 3.8 - Financial Statements Schedule 3.10 - Licenses Schedule 3.11(a) - Tax Matters Schedule 3.11b) - Tax Matters Schedule 3.11(c) - Tax Matters Schedule 3.12(a) - Litigation Schedule 3.12(b) - Litigation Schedule 3.13 - Compliance with the Law Schedule 3.14 - Employee Benefit Plans and Policies Schedule 3.16 - Insurance Schedule 3.17 - Affiliate Interests Schedule 3.18 - Hazardous Material Schedule 3.19 - Intellectual Property Schedule 3.21 - Certain Agreements Schedule 3.22 - Absence of Changes Schedule 3.23 - Contracts and Commitments Schedule 3.24 - Title to Property Schedule 5.1(a) - List of LCS Subsidiaries Schedule 5.1(b) - Corporate Organization Schedule 5.4(a) - Capitalization Schedule 5.4(b) - Capitalization Schedule 5.9 - Undisclosed Liabilities Schedule 5.11 - Absence of Changes Schedule 5.12(b) - Litigation Schedule 5.13(a) - Tax Matters Schedule 5.13(b) - Tax Matters Schedule 5.13(c) - Tax Matters Schedule 5.14 - Compliance with the Law Schedule 5.15 - Affiliate Interests Annex: Annex A - Schedule of Defined Terms Exhibits Exhibit A. Affiliated CSI Stockholders Exhibit B. Section 262 of the Delaware General Corporation Law Exhibit C. Schedule of Non-Affiliated CSI Stockholders and CSI Note Holders AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (this "Agreement"), dated as of August 21, 2003, is among LCS GROUP, INC., a Delaware corporation ("LCS"), LCS ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of LCS ("Merger Sub"), each with an office at 3 Tennis Court Road, Maxxxxx, Xxx Xxxx 00000, XXXXXXXXXX XXXXXXXX XNTERNATIONAL,...
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Related to Agreement by CSI and the Affiliated CSI

  • Provisions Concerning the Accounts and the Licenses (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records.

  • Covenants by the Advisor and the Trust The Advisor and the Trust agree with respect to the services provided to the Fund:

  • Indemnification of the Company and the Guarantors Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Initial Purchaser consists of the following information in the Preliminary Offering Memorandum and the Offering Memorandum: the information contained in the first and second sentences of the thirteenth paragraph and in the fifteenth paragraph, in each case under the caption “Plan of Distribution.”

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Further Agreements of the Company and the Underwriters (a) The Company agrees:

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:

  • Indemnification by the Company and the Guarantors The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

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