Highly Confidential Sample Clauses

Highly Confidential. ANNEX B In further consideration of the agreements contained in the Agreement of which this Annex B is a part, the Company agrees to indemnify and hold harmless Jxxxxx Xxxxxx, its affiliates, the respective members, directors, officers, partners, agents and employees of Jxxxxx Xxxxxx, and any person controlling Jxxxxx Xxxxxx or any of its affiliates (collectively, “Indemnified Persons”) from and against, and the Company agrees that no Indemnified Person shall have any liability to the Company or its owners, parents, affiliates, security holders or creditors for, any losses, claims, damages or liabilities (including actions or proceedings in respect thereof) (collectively, “Liabilities”) (A) related to or arising out of (i) the Company’s actions or failures to act (including statements or omissions made or information provided by the Company or its agents) in connection with the Transaction or (ii) actions or failures to act by an Indemnified Person with the Company’s consent or in reliance on the Company’s actions or failures to act in connection with the Transaction or (B) otherwise related to or arising out of the Agreement, Jxxxxx Xxxxxx’x performance thereof or any other services Jxxxxx Xxxxxx is asked to provide to the Company (in each case, including related activities prior to the date hereof), except that this clause (B) shall not apply to any Liabilities to the extent that they are finally determined by a court of competent jurisdiction to have resulted primarily from the gross negligence, fraud or willful misconduct of such Indemnified Person. If such indemnification is for any reason not available or insufficient to hold an Indemnified Person harmless, the Company agrees to contribute to the Liabilities involved in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by Jxxxxx Xxxxxx, on the other hand, in respect of the Agreement or, if such allocation is determined by a court of competent jurisdiction to be unavailable, in such proportion as is appropriate to reflect other equitable considerations such as the relative fault of the Company on the one hand and of Jxxxxx Xxxxxx on the other hand; provided, however, that, to the extent permitted by applicable law, the Indemnified Persons shall not be responsible for expenses and Liabilities which in the aggregate are in excess of the amount of all fees actually received by Jxxxxx Xxxxxx from the Company pursuant to the Agreement. Relative...
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Highly Confidential. We are delighted to accept this engagement and look forward to working with you on this assignment. Please confirm your agreement with the foregoing by signing and returning to us the enclosed copy of this agreement. Very truly yours, JXXXXX XXXXXX & CO., LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking/ Underwritings Accepted and agreed to as of the date first written above: AKOUSTIS TECHNOLOGIES, INC. By: /s/ Jxxxxxx Xxxxxx Name: Jxxxxxx Xxxxxx Title: President & Chief Executive Officer Highly Confidential ANNEX A – Jxxxxx Xxxxxx Introduced Investors
Highly Confidential. The Company will not permit any settlement or compromise to include, or consent to the entry of any judgment that includes, a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Person, without such Indemnified Person’s prior written consent, which shall not be unreasonably delayed, conditioned or withheld. If any Indemnified Person becomes involved in any capacity in any action, claim, suit, investigation or proceeding, actual or threatened, brought by or against any person, including stockholders of the Company, in connection with or as a result of the engagement or any matter referred to in the engagement the Company also agrees to reimburse such Indemnified Persons for their reasonable and documented out-of-pocket expenses (including, without limitation, reasonable legal fees and other costs and expenses incurred in connection with investigating, preparing for and responding to third party subpoenas or enforcing the engagement) as such expenses are incurred. The Company’s obligations pursuant to this Annex B shall inure to the benefit of any successors, assigns, heirs and personal representatives of each Indemnified Person and are in addition to any rights that each Indemnified Person may have at common law or otherwise. Highly Confidential ANNEX C
Highly Confidential. ANNEX A-2 –List of investors introduced by another financial advisor. Anson Advisors, Inc. Avondale Conquest, LLC AWM Investment Company, Inc. / Special Situations Funds Ayrton Capital, LLC Bxxxxx Investment Management, LLC / Tiburon Opportunity Fund, L.P. CPMG, Inc. Empery Asset Management, L.P. Esousa Holdings, LLC Heights Capital Management, Inc. Herald Investment Management, LTD Hxxxxx Bay Capital Management, L.P. Invicta Capital Management, LLC Lagunitas Investments Manatuck Hill Partners, LLC Nokomis Capital, LLC P.A.W. Capital Partners, L.X. Xxxxxxxxxx Capital Management, LLC Pinnacle Family Office, LLC Potomac Capital Management, Inc. SBP Management, Inc. T. Xxxx Price Associates, Inc. Technology Opportunity Partners, L.P. Toronado Partners, LLC Wellscroft Investments, LLC Wolverine Asset Management, LLC
Highly Confidential. (3) Are you subject to a final order of a U.S. state securities commission (or an agency or officer of a U.S. state performing like functions); a U.S. state authority that supervises or examines banks, savings associations, or credit unions; a U.S. state insurance commission (or an agency or officer of a state performing like functions); an appropriate U.S. federal banking agency; the U.S. Commodity Futures Trading Commission (the “CFTC”); or the U.S. National Credit Union Administration that: (A) bars you from: (1) association with an entity regulated by such commission, authority, agency, or officer; (2) engaging in the business of securities, insurance or banking; or (3) engaging in savings association or credit union activities; or (B) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the last ten years? ¨ Yes ¨ No
Highly Confidential. (7) Have you filed (as a registrant or issuer), or were you an underwriter or were you named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the prior five years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or are you the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued? ¨ Yes ¨ No
Highly Confidential. The Company agrees that it shall not enter into any agreement with a Jxxxxx Xxxxxx Introduced Investor that (i) does not require Jxxxxx Xxxxxx to be paid its Transaction Fees in full on the closing date of the initial Transaction and any subsequent Transactions in strict accordance with provision contained in this Agreement and (ii) materially conflicts with the provisions of this Agreement. The Company may, in its sole discretion, accept or reject, in whole or in part, any prospective investment in the Transaction or allot to any prospective subscriber less than the number of securities such subscriber wishes to purchase.
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Highly Confidential. The Company further acknowledges and agrees that Jxxxxx Xxxxxx has been retained solely to provide the services set forth in this Agreement and that no fiduciary or agency relationship between the Company and Jxxxxx Xxxxxx has been created in respect of Jxxxxx Xxxxxx’x engagement hereunder, regardless of whether Jxxxxx Xxxxxx has advised or is advising the Company on other matters. In connection with this engagement, Jxxxxx Xxxxxx is acting as an independent contractor, with obligations owing solely to the Company and not in any other capacity. The Company understands that Jxxxxx Xxxxxx is not undertaking to provide any legal, accounting or tax advice in connection with this agreement. Jxxxxx Xxxxxx shall not be responsible for the underlying business decision of the Company to effect the transactions contemplated by this Agreement or for the advice or services provided by any of the Company’s other advisors or contractors.
Highly Confidential. 2. In performing the services TRX shall observe the principles of proper data processing and monitor compliance with these principles on an ongoing basis. TRX warrants compliance with the security measures required by law in the course of its proper contractual performance and shall provide Expedia with proof of such compliance upon request.
Highly Confidential. 5. The receiving Party undertakes to treat all confidential information of the disclosing Party with at least the same care with which the receiving Party treats its own confidential information.
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