Each of Xx. Xxxxxx and the Trust Manager, severally, agrees to indemnify and hold harmless each Underwriter and the Issuer Trustee, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or the Issuer Trustee 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 (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement 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 or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter or the Issuer Trustee in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither Xx.Xxxxxx nor the Trust Manager will be liable 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to Xx.Xxxxxx or the Trust Manager by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below; and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter fr...
Each of Xx. Xxxxx and SNMI represents and warrants that Xx. Xxxxx is the sole owner of 100% of the shares of SNMI, and that no other party has any rights to any shares or other ownership interest in SNMI, and that Xx. Xxxxx has complete and sole authority to transfer the shares of SNMI, and that such shares shall be fully paid and nonassessable. Each of Xx. Xxxxx and SNMI represents, warrants, and covenants that no other party will be granted any shares or other ownership interest or claim (including without limitation any liens) to any shares or ownership interest in SNMI, and that Xx. Xxxxx, at all times while this Agreement is in force, will have complete and sole authority to transfer the shares, and that Xx. Xxxxx and SNMI will execute all instruments necessary to accomplish such transfer as set forth in this Agreement. SNMI and Xx. Xxxxx agree that all shares of SNMI will have a legend placed thereon specifically referring to this Agreement and MSI’s rights hereunder, and that, if any other party does acquire any interest in the shares of SNMI, that such interest shall be subject to MSI’s rights under this Agreement. The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 406 under the Securities Act of 1933, and Rule 24b-2, under the Securities Exchange Act of 1934, Redacted portions of this exhibit are marked by an [***].
Each of Xx. Xxxxxxxx and the Grantee shall indemnify, insure, save, defend, and hold the other harmless from and against any commissions or fees or claims for commissions or fees arising under the indemnifying party, which indemnification shall expressly survive the conveyance of the Park Parcel to the Grantee. The Grant is contingent upon the terms and conditions of this Agreement and the performance by the seller under the KeyBank Contract. In the event that Xx. Xxxxxxxx determines in Xx. Xxxxxxxx’ sole discretion not to proceed with the acquisition of the KeyBank Parcel, Xx. Xxxxxxxx shall have the right to terminate this Agreement upon written notice to the Grantee, whereupon this Agreement shall terminate and the parties shall be released from any further obligations hereunder.
Each of Xx. Xxxxx Xxx Xxxx and Sound Treasure Limited hereby agree to forgive and do forever release the Company, and every subsidiary, parent and affiliated entity of the Company, from the obligation to repay the Loans to the extent of RMB20,734,306 in relation to the foreign currency transactions agreements. Whereupon, the undersigned intending to be bound hereby execute this Agreement as of the 30th day of July 2014. _____________ Xxxxx Xxx Xxxx _____________ Xxxx Kung Tok SOUND TREASURE LIMITED By: _______________________ Name: Xxxxx Xxx Xxxx Title: Director STAND BEST CREATION LIMITED By: _______________________ Name: Xxxxx Xxx Xxxx Title: Director
Each of Xx. XXXXX Xxxx and Xx. XXXXX Longgen shall have entered into the Non-Competition Agreement in the form attached hereto as Exhibit I.
Each of Xx. Xxxx, 3R and the Seller agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all information relating to trade secrets, processes, patent applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Purchased Assets, (ii) in the event that Xx. Xxxx, 3R or the Seller or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide the Purchaser with prompt written notice of such requirement so that the Purchaser may seek a protective order or other remedy or waive compliance with this Section 5.03, (iii) in the event that such protective order or other remedy is not obtained, or the Purchaser waives compliance with this Section 5.03, furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information, and (iv) promptly furnish (prior to, at, or as soon as practicable following, the Closing) to the Purchaser any and all copies (in whatever form or medium) of all such confidential information then in the possession of Xx. Xxxx, 3R or the Seller or any of its agents, representatives, Affiliates, employees, officers and directors and, except as otherwise required by Section 5.02(b), destroy any and all additional copies then in the possession of Xx. Xxxx, 3R or the Seller or any of its agents, representatives, Affiliates, employees, officers and directors of such information and of any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof; provided, however, that this sentence shall not apply to (i) any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement by Xx. Xxxx, 3R, the Seller, or their agents, representatives, Affiliates, employees, officers or directors or (ii), with respect to the Seller, such information that is allowed to be disclosed pursuant to Section 5 of the Intellectual Property License...
Each of Xx. Xxxxxx and the U Stockholders shall vote the shares for which a proxy is granted under this Agreement, pursuant to Section 3 below, in accordance with the recommendations of the Board of Directors of U (the "Board Recommendations") to U stockholders on all proposals that are submitted for approval to the stockholders of U.
Each of Xx. Xxxxxx and DIRECTV acknowledge that Xx. Xxxxxx’x obligations under this Agreement are solely in his capacity as a stockholder of DIRECTV, and not as an officer or director, of DIRECTV or any other Person. Nothing contained herein shall (i) restrict, limit or prohibit (or be construed or deemed to restrict, limit, or prohibit) Xx. Xxxxxx, solely in his capacity as a director or officer of DIRECTV, or any other Person, from exercising and acting in accordance with his fiduciary duties as a director or officer; (ii) require Xx. Xxxxxx to act in a manner that would violate his fiduciary duties as a director or officer of DIRECTV or any other Person; or (iii) require Xx. Xxxxxx, solely in his capacity as an officer of DIRECTV or any other Person, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of the board of directors of DIRECTV or such other Person, as applicable, undertaken in the exercise of its or their respective fiduciary duties. Each of Xx. Xxxxxx and DIRECTV acknowledge that his resignation as a director of DIRECTV effective upon the Closing is not inconsistent with his fiduciary duty as a director of DIRECTV.
Each of Xx. Xxxxxxx Xx and Gold Intellect Limited, a company incorporated under the laws of the British Virgin Islands and wholly owned by Xx. Xxxxxxx Xx (collectively, the “Principal Shareholders” and each a “Principal Shareholder”) represents and warrants to, and agrees with the several Underwriters that:
Each of Xx. Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxx, and Xxxxx Xxxxxx shall have entered into Employment Agreements with Landmark International, Inc. upon terms and conditions acceptable to the parties in their sole and absolute discretion.
