The Company agrees. (1) To indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such Underwriter or any such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, (ii) 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 (iii) any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided, that the Company shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct); 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, or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or through the Representatives specifically for use in the preparation thereof.
The Company agrees. (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as may be agreed upon between the Company and the Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
The Company agrees. (a) not to interfere with the rights of its employees designated within the scope of the Agreement to become or remain members of the Union, and there shall be no discriminations, interference, restraint or coercion by the Company or any of its representatives against any employee because of Union membership;
The Company agrees. 1. to make available to the Distributor copies of all information, financial statements and auditor's reports thereon and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares, including such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of a Fund as the Distributor may request;
The Company agrees a) To pay the full cost of approved safety glasses and approved prescription safety glasses to a maximum of one pair every two (2) years, and to replace such glasses which are broken on the job and not replaced by the Workplace Safety and Insurance Board. The Company will agree to pay the cost of eye exams required for safety glasses if the exams are conducted at an ap- proved Company vendor. The approved Com- pany vendor will be either an ophthalmologist or optometrist.
The Company agrees. (a) To prepare the Prospectus as amended and supplemented in relation to the Securities in a form approved by Citigroup and to file such Prospectus with the Commission pursuant to Rule 424 within the time prescribed therein; to advise Citigroup promptly of any such filing pursuant to Rule 424; after the Closing Date and during the prospectus delivery period, prior to the filing with the Commission of any amendment or supplement to the Registration Statement or Prospectus, to furnish Citigroup and counsel to the Underwriters with copies thereof and not to file any such document to which Citigroup shall reasonably object after having been given reasonable notice of the proposed filing thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and during the prospectus delivery period; and during such same period to advise Citigroup, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or become effective or any supplement to the Prospectus or any amended Prospectus has been filed, or mailed for filing, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;
The Company agrees. (a) To furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed and each amendment or supplement thereto filed prior to the date of the Underwriting Agreement or relating to or covering the Underwritten Securities, and a copy of the Prospectus filed with the Commission, including all documents incorporated therein by reference and all consents and exhibits filed therewith;
The Company agrees. (1) To use its best efforts to purchase and maintain during the Term of this Agreement a Directors and Officers Liability Insurance Policy covering liabilities which may have been or will be incurred by Executive in the performance of his services on behalf of Company provided, however, that if available, such insurance is at a cost Company believes is reasonable.