XXXXXXXXXX. XXX INC., a corporation incorporated under the laws of the State of Nevada having a place of business at 000 Xxxxxx Xxxxxx, Reno, Nevada, U.S.A., 89502 ("Pawnbroker"); AND: DIGITAL SIGN CORPORATION, a company incorporated under the laws of the State of Delaware having a place of business at 688 - 6 Ishikawa, Kanagawa, Japan, 252 0815 (the "Acquiror");
XXXXXXXXXX xxx will indemnify and hold First Cash and its affiliated companies, and their respective officers, directors, employees, agents, assigns and representatives harmless from and against (i) any and all Damages resulting from or arising out of any third party claims related to any misrepresentation or breach of representation or warranty of Xxxxxxxxxx.xxx contained herein; (ii) any other breach of this Agreement by Xxxxxxxxxx.xxx; or (iii) any other third-party claim relating to any violation of federal or state securities law by Xxxxxxxxxx.xxx.
XXXXXXXXXX xxx stipulates that the remedies at law of the holder of the Warrants issued under Section 4.4(a), or any holder of Shares issued upon exercise of such Warrant, in the event of any default or threatened default by Xxxxxxxxxx.xxx in the performance of or compliance with any of the terms of this Agreement, the Warrants or the Registration Rights Agreement are not and will not be adequate and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or in the Warrants or by an injunction against a violation of any of the terms hereof or thereof or otherwise.
XXXXXXXXXX xxx shall make no representations, warranties, or guarantees regarding First Cash Products that are substantively inconsistent with First Cash's Promotional Content or any other specifications, descriptions, documentation or other warranties made by First Cash in connection with First Cash Products.
XXXXXXXXXX xxx will pay Jewelry Edge a service fee equal to 3% of the Sale Price of such transaction (the "Fulfillment Fee") for fulfillment services related to all orders for Xxxxxxxxxx.xxx Products sold on the Xxxxxxxxxx.xxx Web site and processed by Jewelry Edge under this Agreement. Jewelry Edge will provide the following fulfillment services: (i) process the order information such that such order is fulfilled and shipped to the applicable customer within two (2) business days from notification by Xxxxxxxxxx.xxx; (ii) ship such product by using a shipping service with a reliable tracking method; (iii) provide such products in a manner consistent with the way in which such products were advertised or represented on the Xxxxxxxxxx.xxx Web site; (iv) use reasonable business practices in providing service, maintenance and other assistance requested by customers in connection the order; (v) comply with the refunds and exchange policy on the Xxxxxxxxxx.xxx Web site, as such policy may be modified from time to time during the term of this Agreement; and (vii) comply with all applicable laws. The Fulfillment Fee shall not apply to Jewelry Edge Products.
XXXXXXXXXX. XXX HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS AND IMPLIED, AND ALL LIABILITY FOR DAMAGES OF ANY KIND RESULTING OR ARISING FROM (A) THE PAWNBROKER WEB SITES, ITS USE OR CONTINUED AVAILABILITY, AND ANY MATERIALS, INFORMATION OR PRODUCTS AVAILABLE OR ACCESSIBLE THEREFROM, AND (B) ANY PARTICULAR LEVEL OF ORDERS RECEIVED OR SALES MADE OF FIRST CASH PRODUCTS THROUGH THE PAWNBROKER WEB SITES OR XXXXXXXXXX.XXX'S MARKETING AND PROMOTIONAL EFFORTS AS REQUIRED HEREUNDER.
XXXXXXXXXX xxx has agreed to provide First Cash with certain registration rights under the Securities Act as set forth in Exhibit D, attached hereto (the "Registration Rights Agreement").
XXXXXXXXXX xxx agrees that during the term of this Agreement it will use its best efforts to keep current in the filing of all forms and other materials, if any, which it may be required to file with the appropriate regulatory authority pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), and all other forms and reports required to be filed with any regulatory authority having jurisdiction over Xxxxxxxxxx.xxx.
XXXXXXXXXX. Please sign and return an original and one copy of this letter to the undersigned to indicate your acceptance of the terms set forth herein, whereupon this letter and your acceptance shall constitute a binding agreement between the Company and Jefferies as of the date first above written. Sincerely, JEFFERIES & COMPANY, INC. By /s/ Xxxx X. Xxxxxx ------------------------------------ Xxxx X. Xxxxxx Managing Director Accepted and Agreed: XXXXXXXXXX.XXX, INC. By /s/ Xxxx XxXxxxx ------------------------------------ Xxxx XxXxxxx Chief Executive Officer SCHEDULE A December 1, 1999 JEFFERIES & COMPANY, INC. 00000 Xxxxx Xxxxxx Xxxxxxxxx, 10th Floor Los Angeles, CA 90025 Ladies and Gentlemen: