WAM Sample Clauses

WAM. WAM represents and warrants as follows: (a) In respect of WAM: WAT is a public trust established under the WAT Trust Deed. WAM is a corporation duly organized and validly existing under the laws of New South Wales, Australia, and has the corporate power and authority to execute and deliver the Transaction Documents to which it is a party, to perform (or to cause WAT to perform) its obligations under the Transaction Documents and to consummate the Transactions to which it is a party. The execution and delivery of the Transaction Documents to which WAM is a party, and the consummation of the Transactions thereby, have been duly authorized by all necessary trust or corporate action on the part of WAM. The Transaction Documents to which WAM is a party have been duly executed and delivered by WAM and constitute or will, when executed, constitute valid and legally binding obligations of WAM, enforceable against WAM in accordance with the terms of the Transaction Documents, subject only to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.

WAM. (remaining) months ----------

WAM. NET's obligations under sub-clause 16.1 are continuing obligations and are not satisfied, discharged or affected by an intermediate payment or settlement of account by, or a change in the constitution or control of, or the insolvency of, or bankruptcy, winding up or analogous proceedings relating to, the Purchaser.

WAM. NET hereby irrevocably appoints the Purchaser's Solicitors as its agent for service of process in England in relation to any disputes or proceedings arising out of or in connection with this Agreement or the Tax Deed. IN WITNESS this Agreement has been signed by or on behalf of each of the parties ---------- hereto the day and year first before written. THE FIRST SCHEDULE ------------------ THE VENDORS ----------- (1) (2) (3) (4) (5) (6) NAME ADDRESS NO OF SHARES CASH CONSIDERATION CONSIDERATION SHARES % OF DEFERRED ---- ------- ------------ ------------------ -------------------- ------------- CONSIDERATION ------------- (Ordinary unless otherwise stated) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 3 Marwell Close 31,680,000 $7,991,094 263,460 48.95% Littledown Bournemouth Dorset ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 9,000,000 $2,270,197 74,846 13.90% London W13 8NH ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 5,000,000 $1,261,220 41,581 7.72% Marblehead Massachusetts USA Yorick Phoenix 4,320,000 $1,089,694 35,926 6.67% ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (1) (2) (3) (4) (5) (6) NAME ADDRESS NO OF SHARES CASH CONSIDERATION CONSIDERATION SHARES % OF DEFERRED ---- ------- ------------ ------------------ -------------------- ------------- CONSIDERATION ------------- (Ordinary unless otherwise stated) Media Tec Unit 18 5,000,000 $1,261,220 41,581 7.72% Investments Limited Mill Wall ▇▇▇▇▇▇▇'▇ ▇▇▇ Tortola British Virgin Island Geocapital IV L.P. One Bridge Plaza 11,883,178 $4,200,820 34,617 12.22% Fort ▇▇▇ Preferred Ordinary New Jersey Shares USA 31 Group PLC ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ 2,742,272 $ 981,000 7,989 2.82% London SE1 8XP Preferred Ordinary Shares THE SECOND SCHEDULE ------------------- PART 1 - THE COMPANY ----------- (i) Directors: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (ii) Secretary: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (iii) Registered Office: Gild House, ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (iv) Date of Incorporation: 7 April 1993 (v) Country of Incorporation: England and Wales (vi) Registered Number: 2807473 (vii) Auditors: Ernst & ▇▇▇▇▇ (viii) Accounting Reference Date: 30 September (ix) Charges: Legal Mortgage dated 13 December 1994 in favour of National Westminster Bank Plc.

WAM. The weighted average maturity of the Bonds is 9.3770 years. Such calculations were made using software licensed to the Underwriter by a third party vendor.

WAM. UNDERSTANDING OF GUPTA'S REQUIREMENTS - GUPTA has been using WISE installer for preparing the Team Developer Installer. They would like to re-engineer to InstallShield (version 8) based Installer from now on for the new TD version 3.1. 1) Installer PRD v0.2" shared by GUPTA and the understanding from the WISE code. Re-engineered installer should be functionally same as the existing WISE installer. The installer work should also address some of the existing defects in the setup/installation areas of TD 3.0/3.1 and TD 2.1. 1. The specification for this is expected from GUPTA. - Installer is expected to work in various Windows platforms as listed below: Windows NT, Windows 2000, Windows XP, Windows 98, Windows ME, Windows Server 2003 - The installers that are required to be developed are: I. Installer for Team Developer II. Installer to setup Deployment environment III. Installer to Install Evaluation copy of Team Developer

WAM. NET shall add Employee to its Director and Officer insurance and indemnification policies. Additionally, WAM!NET hereby indemnifies and holds harmless Employer from any losses, damages, claims, and causes of action arising out of the actions or inactions of the Board of Directors and/or the Officers of the Company for any period before September 8, 1998.

WAM. NET's obligation to proceed with registration under this Agreement shall terminate on the date on which, in the opinion of legal counsel to WAM!NET, all common stock of WAM!NET that could be registered under the United States Securities Act of 1933, as amended, or applicable United States state securities laws (including Consideration Shares) ("Registrable Securities") held by a holder may be transferred within a 90-day period, or reissued without restriction, in compliance with the provisions of Rule 144 or 145 under the Act, or any successor provision.