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.
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 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's liability under sub-clause 16.1 is not affected by the avoidance of an assurance, security or payment or a release, settlement or discharge which is given or made on the faith of an assurance, security or payment, in either case, under an enactment relating to bankruptcy or insolvency.
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.
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 -----------
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 ----------
