PURPOSE AND OBJECTS OF THE COMPANY. 1.1 The purpose and objects of the COMPANY will be as follows:
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Indemnification Procedures for Non-Third Party Claims In the event any Indemnified Party should have an indemnification claim against the Shareholder under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Shareholder in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Shareholder shall not relieve the Shareholder from any liability that it may have to such Indemnified Party, except to the extent that the Shareholder has been actually prejudiced by such failure. If the Shareholder does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Shareholder disputes such claim, such claim specified by the Shareholder in such notice shall be conclusively deemed a liability of the Shareholder under this Article VII and the Shareholder shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Shareholder disputes its liability with respect to such claim in a timely manner, Shareholder and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration pursuant to Section 9.9.
Procedures for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.
Indemnification of Underwriters by Company The Company will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not 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 the Company by any Underwriter through the Representatives 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 (c) below.
Procedure for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:
Indemnification of Underwriters by the Company The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Public Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made in reliance upon, and in conformity with, written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. Each indemnity agreement in this Section 8(a) is not exclusive and is in addition to each other indemnity agreement in this Section 8(a) and each other liability which the Company might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.
Reporting Requirements of the Commission and Indemnification Notwithstanding any other provision of this Agreement, the Servicer acknowledges and agrees that the purpose of Sections 4.02(c) and (d), 5.02, 5.03, 5.04, 6.01(j), 6.03 and 7.04 of this Agreement is to facilitate compliance by the Trustee, the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB. Therefore, the Servicer agrees that (a) the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) such obligations may change over time due to interpretive advice or guidance of the Commission, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer shall agree to enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and their respective counsel, to comply with such interpretive advice or guidance, convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall otherwise comply with requests made by the Trustee, the Securities Administrator, the Master Servicer or the Depositor for delivery of additional or different information as such parties may determine in good faith is necessary to comply with the provisions of Regulation AB and (e) the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and their respective counsel, to comply with any such clarification, interpretive guidance, convention or consensus and (ii) promptly upon request provide to the Depositor for inclusion in any periodic report required to be filed under the Exchange Act, such items of information regarding this Agreement and matters related to the Servicer, (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor in its sole discretion and its counsel to be necessary or advisable to comply with any Commission and industry guidance and convention. For purposes of clarification, any modifications or amendments of the obligations of the Servicer under this agreement made pursuant to this Section 6.05 shall be made in writing and upon mutual agreement with the Servicer (provided that such agreement will not unreasonably withheld) and in accordance with Section 9.12 of this Agreement. The Servicer hereby agrees to indemnify and hold harmless the Depositor, the Master Servicer, their respective officers and directors and each person, if any, who controls the Depositor or Master Servicer within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Act”), or Section 20 of the Exchange Act, from and against any and all losses, claims, expenses, damages or liabilities to which the Depositor, the Master Servicer, their respective officers or directors and any such controlling person may become subject under the Act or otherwise, as and when such losses, claims, expenses, damages or liabilities are incurred, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Servicer Information or arise out of, or are based upon, the omission or alleged omission to state therein any 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 the Depositor, the Master Servicer, their respective officers and directors and any such controlling person for any legal or other expenses reasonably incurred by it or any of them in connection with investigating or defending any such loss, claim, expense, damage, liability or action, as and when incurred; provided, however, that the Servicer shall be liable only insofar as such untrue statement or alleged untrue statement or omission or alleged omission relates solely to the information in the Servicer Information furnished to the Depositor or Master Servicer by or on behalf of the Servicer specifically in connection with this Agreement.
Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
GENERAL ADMISSION REQUIREMENTS TO THE INDEPENDENT INSTITUTION Complete a Xxxxx University Undergraduate Application and submit an application fee. The application can be found at xxx.xxxxx.edu. Submit official transcripts from all postsecondary institutions previously attended. The minimum cumulative GPA requirement for transfer applicants is 3.00 unless otherwise specified within the individual degree programs. ADMISSION REQUIREMENTS TO THE MAJOR/PROGRAM OF STUDY: A minimum GPA of 3.0, with fewer than 5 Ws, Ds, and Fs is required for consideration for either nursing track: Traditional Option (2 years) and Accelerated Option (15-months). Both options require that applicants meet the majority of Liberal Arts and prerequisite demands before acceptance into the Nursing program. Applicants for both options must earn a minimum "C" grade in all required science courses: Anatomy, Physiology, Microbiology, and Chemistry, without repeating these courses. Additionally, they must earn a minimum “C” grade in all liberal arts courses. The Accelerated Option is designed for students who have a bachelor’s or higher degree in a field other than nursing. PROGRAM OF STUDY AT THE INDEPENDENT INSTITUTION (Upper Level Course Requirements): A minimum of 48 credits (p. 51 of catalog) (Nursing courses provides 66 credits) Articulated AA to BSN Nursing Program AA General Education Requirements: Credits Words* ENC 1101 English Composition I 3 (8000) ENC 1102 English Composition 2 3 (8000) Oral Communications SPC 1026 Fundamentals of Speech 3 (4000) Humanities ART elective Any ARH, MUL, MUH, THE 3 (2000) HUM elective Any LIT 3 (2000) Behavioral/Social Sciences DEP 2000 Human Growth and Development 3 (2000) SOC Sci Any AMH, POS, ECO, ISS, POS, WOH 3 (2000) Natural Sciences CHM 1033/1033L Chemistry for Health Sciences 3/1 BSC 2085/2085L Human Anat & Phys I 3/1 BSC 2086/2086L Human Anat & Phys II 3/1 MCB 2010/2010L Microbiology 3/2 Mathematics STA 2023 Introduction to Statistics 3 General Education Elective HUN 1201 Therapeutic Nutrition 3 Computer Competency CGS 1060 Introduction to Computers 3 Electives HUM/ART elective Any HUM or ART course 3 PSY 2012 Introduction to Psychology 3 PSY/SOC/ANT Behavioral science elective 3 PHI Philosophy elective 3 REL Theology/Religion elective 3 Total AA credits 62 Xxxxx University General Education Requirements PHI 353 Bio-medical ethics 3 Xxxxx University Nursing requirements 66 Baccalaureate Degree (BSN) Total 131 CURRICULUM PLAN STUDENTS WITHOUT A BACHELORS IN ANOTHER FIELD LIBERAL ARTS COURSES * DESCRIPTIONS S.H. P Human Anatomy + Lab 4 P Human Physiology + Lab 5 P Microbiology + Lab 4 P Biochemistry + Lab 5 I Statistics 3 C,I English Composition 6 C,I Introduction to Psychology 3 C,I Developmental Psychology 3 C,I Psych/Soc/Anthro electives 3 C,I HIS/ECO/GEO/POS elective 3 C,I Humanities (HUM, foreign language, literature) 3 C,I Arts (ART, MUS, XXX, TH, PHO) 3 C,I Humanities OR Arts 3 I Philosophy elective 3 I Theology elective 3 P,I Therapeutic Nutrition 3 C,I Computer elective 3 PHI 353 Biomedical Ethnics – can be taken with Nursing 3 Total prerequisite credits 66 NURSING COURSES NUR 205 Intro to Nursing Science 2 NUR 313 Pathophysiology 4 NUR 319 Foundations of Nursing Care (3,2,1) 6 NUR 323 Health Assessment & Health Promotion (3,1)4 NUR 329 Pharmacology 3 NUR 335 Patient Centered Care: Adult/Elderly Nursing I (3,2)5 NUR 337 Research & Evidence Based Practice 3 NUR 343 Patient Centered Care: Adult/Elderly Nursing II (3,3) 6 NUR 383 Patient Centered Care: Behavioral Health Nursing (3,2) 5 NUR 416 Family Centered Care: Mother/Baby & Women’s Health Nursing (2.5,1.5)4 NUR 418 Family Centered Care: Parent/Child Nursing (2.5, 1.5)4 NUR 422 Community/Public Health Nursing (3,3)6 NUR 426 Health Policy, Advocacy & the Political Process 2 NUR 432 Patient Centered Care: High-Acuity Nursing (3,2)5 NUR 438 Nursing Leadership & Management 3 NUR 456 Professional Role Transition (3,1)4 Total nursing credits towards degree: 66 Legend: *Codes for other means to earn credit P = Proficiency Exams C = CLEP Exams I = Independent Study by Correspondence **May be taken before clinical nursing courses. College of Arts and Sciences NAME OF INSTITUTION: Xxxxx University ACADEMIC YEAR: 2015-2016 PROGRAM OF STUDY (MAJOR): Advertising COLLEGE: Arts and Sciences SCHOOL: N/A DEGREE: Bachelor of Art OPTIONS/TRACKS: International Advertising CONTACT: Xxxxxxx Xxxxxxxx, Ph.D., Chair Department of Communication Xxxxx University 11300 NE Second Avenue Miami, FL 00000 (000) 000-0000 (Phone) (000) 000-0000(Fax) xxxxxxxxx@xxxxx.xxx PROGRAM OF STUDY TO BE TAKEN AT THE STATE/COMMUNITY COLLEGE (Lower Level Course Requirements): Composition – 6 credits required ENC 1101 Composition I ENC 1102 Composition II Humanities– 3 credits SPN1120 Elementary Spanish I FRE 1120 Elementary French I Speech – 3 credits (required) Fine Arts – 3 credits SPC 2600 Public Speaking ARH 1000 Art Appreciation THE 2000 Intro to Drama PGY 2401 Intro to Photography Behavioral Science – 3 credits PSY 2012 Intro to Psychology SYG 2000 Intro to Sociology Humanities or Fine Arts – 3 credits Disciplines: Literature, Foreign Language, Humanities, Art, Dance, Music, Photography, Theatre Social Science – 3 credits POS 2041 American Federal Govt Philosophy – 3 credits PHI 2010 Intro to Philosophy Behavioral OR Social Science – 3 credits Disciplines: Geography, History, Political Science, Criminology, Psychology, Sociology, Anthropology Theology -- 3 credits REL 1210 Intro to Old Testament REL 2300 World Religions Science– 3 credits Disciplines: Biology, Chemistry, Physics Philosophy or Theology – 3 credits Religion, Philosophy Mathematics – 3 credits MAC 1105 College Algebra or higher Computer Science – 3 credits (required) CGS 1060 – Microcomputer Apps. Science or Mathematics – 3 credits GENERAL ADMISSION REQUIREMENTS TO THE INDEPENDENT INSTITUTION: Complete a Xxxxx University Undergraduate Application and submit an application fee. The application can be found at xxx.xxxxx.edu. Submit official transcripts from all postsecondary institutions previously attended. The minimum cumulative GPA requirement for transfer applicants is 2.00 unless otherwise specified within the individual degree programs. All transfers with 60+ credits must choose a major. ADMISSION REQUIREMENTS TO THE MAJOR/PROGRAM OF STUDY: No additional admissions requirements for the advertising major. PROGRAM OF STUDY AT THE INDEPENDENT INSTITUTION Departmental Requirement COM 201 Intro to Communication (3) Advertising Foundations ADV 301 Principles of Advertising COM 390 Principles of Public Relations ADV 484 Public Relations/Advertising Research ADV 362 Advertising Media Planning ADV 401 Advertising Creative Strategy & Execution Advertising Society and Culture ADV 442 Advertising & Social Responsibility ADV 480 International Advertising COM 495 Communication Law Design Co-requisite: 3 credits ART 205 Graphic Design I Marketing Co-requisite: 3 credits MKT 306 Marketing Concepts & Applications CAPSTONE & INTEGRATIVE EXPERIENCE - 6 credits ADV 470 Advertising Campaigns ADV 499 Internship AREA OF INTEREST – 6 credits Creative Focus ART 305 Collateral Design COM 395 Media Publishing in the Digital Age OR Strategic Focus COM 412 Persuasion MKT 385 Consumer Behavior MINOR OR GENERAL ELECTIVES – 21 credits ADDITIONAL GENERAL ELECTIVES –3 credits International Advertising: Specialization in International Advertising requires COM 304 Intercultural Communication. Students who are not proficient in a second language must also add a foreign language. NAME OF INSTITUTION: Xxxxx University ACADEMIC YEAR: 2015-2016 PROGRAM OF STUDY (MAJOR): Art COLLEGE: Arts and Sciences SCHOOL: n/a DEGREE: Bachelor of Art OPTIONS/TRACKS: Art History CONTACT: Xxx Xxxxx Professor, Art History Department of Fine Arts Xxxxx University 11300 NE Second Avenue Miami, FL 00000 (000) 000-0000 (phone) (000) 000-0000 (fax) xxxxxx@xxxxx.xxx PROGRAM OF STUDY TO BE TAKEN AT THE STATE/COMMUNITY COLLEGE (Lower Level Course Requirements): Composition – 6 credits required ENC 1101 Composition I ENC 1102 Composition II Speech – 3 credits (required) SPC 2600 Public Speaking Fine Arts (required) ARH 1000 Art Appreciation ART 1202 2D Design ART 2050 Art History I ART 2051 Art History II Behavioral Science – 3 credits PSY 2012 Intro to Psychology SYG 2000 Intro to Sociology Social Science – 3 credits POS 2041 American Federal Govt Behavioral OR Social Science – 3 credits Disciplines: Geography, History, Political Science, Criminology, Psychology, Sociology, Anthropology Art History Electives – 6 credits PHO 2401 Intro to Photography/ PGY 2801 Digital Photography AND/OR ARH, ART, PHO, PGY prefixes Humanities: -3 credits Disciplines: Literature, Foreign Language, Humanities Philosophy – 3 credits PHI 2010 Intro to Philosophy Science– 3 credits Disciplines: Biology, Chemistry, Physics Mathematics – 3 credits MAC 1105 College Algebra or higher Science or Mathematics – 3 credits Theology -- 3 credits REL 1210 Intro to Old Testament REL 2300 World Religions Philosophy or Theology – 3 credits Religion, Philosophy
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION (a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
