XII Sample Clauses

XII. If the Underwriting Agreement shall be terminated by the Underwriters or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of the Underwriting Agreement, or if for any reason the Company shall be unable to perform its obligations under the Underwriting Agreement except pursuant to Article X hereof, the Company will reimburse the Underwriters or such Underwriters as have so terminated the Underwriting Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities. In all dealings hereunder, the Representatives of the Underwriters of Offered Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose hereunder. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be sufficient in all respects if delivered or sent by registered mail to the address of the principal offices of the Representatives and if to the Company shall be sufficient in all respects if delivered or sent by registered mail to the address of the Company set forth in the Underwriting Agreement, Attention: Treasurer; provided, however, that any notice to an Underwriter pursuant to Article VIII hereof shall be delivered or sent by registered mail to such Underwriter at its address set forth in its Underwriters’ Questionnaire, which address will be supplied to the Company by the Representatives upon request. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Article VIII hereof, the officers and directors of the Company, each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Offered Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. The Company acknowledges and agrees that (i) the purchase and sale of the Offered ...
XII shows or is forbearing to show, favour or disfavour to any person in relation to this Agreement or any contract or agreement with the Council, or if a like act shall have been done by any person employed by the Board, or acting on the Board’s behalf (whether with or without the knowledge of the Board);
XII. PL-1 Residents will receive one medium-length white lab coat with CCHMC logo and embroidered name plus two sets of scrubs. PL-2, PL-3 and above level Residents may receive up to two new sets of scrubs each year. One additional white coat may be substituted for one pair of scrubs. Laundry services for the white coats are available at CCHMC expense. Each Resident is responsible for laundering his/her scrub suits, unless contaminated.
XII. If an Event of Default occurs and remains uncured twelve months after the Original Issue Date (as defined in Section 5) of this Debenture, the Fixed Conversion Price shall be switched to the Default Conversion Price. The Default Conversion Price shall be equal to $0.65. The Obligor agrees that the date that full consideration was paid for this Debenture shall remain the Original Issue Date. The Company shall provide an opinion letter from counsel within two (2) days of written request by the Holder stating that the date full consideration was paid for this Debenture is the Original Issue Date. In the event that counsel to the Company fails or refuses to render an opinion as required to issue the conversion shares in accordance with this paragraph (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Holder to render such opinion and shall authorize the Obligor’s transfer agent to accept and be entitled to rely on such opinion for the purposes of issuing the conversion shares. This letter agreement shall solely have the effect specifically described above and shall have no effect on any other terms or conditions of the Convertible Debentures. Cornell Capital Partners, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark Angelo Name: Mark Angelo Title: President and Portfolio Manager Agreed and acknowledged on this 21st day of April, 2006. Wherify Wireless, Inc. By: /s/ Timothy Neher Name: Timothy Neher Title: Chief Executive Officer
XII. 1 LICENSEE agrees that CALTECH shall have no liability to LICENSEE or to any purchasers or users of Licensed Products made or sold by LICENSEE or its sublicensees for any claims, demands, losses, costs, or damages suffered by LICENSEE, or purchasers or users of Licensed Products, or any other party, which may result from personal injury, death, or property damage related to the manufacture, use, or sale of such Licensed Products ("Claims"). LICENSEE agrees to defend, indemnify, and hold harmless CALTECH, its trustees, officers, agents, and employees from any such Claims, provided that (i) LICENSEE is notified promptly of any Claims, (ii) LICENSEE has the sole right to control and defend or settle any litigation within the scope of this indemnity, and (iii) all indemnified parties cooperate fully in the defense of any Claims. No indemnified party shall voluntarily make any payment or incur any expense with respect to any claims without the prior written consent of LICENSEE.
XII. The Surety may sell property assigned to or deposited with it without incurring any liability. The sale may be public or private and without notice of the time or place thereof. When all liability of the Surety under all Bonds is terminated, any balance remaining after the Surety has reimbursed itself for all liability, losses and expenses shall be returned to the Indemnitors. The Indemnitors irrevocably constitute, appoint and designate the Surety as their attorney-in-fact with the right, but not the obligation, to exercise all rights of the Indemnitors assigned to the Surety, and, in the name of the Indemnitors, to execute and deliver any other assignments or documents deemed necessary by the Surety to effectuate and exercise the rights given it under this Agreement including, but not limited to, the right to endorse the name of any Indemnitor upon any securities, checks, drafts or evidences of debt. The Indemnitors hereby ratify and confirm all acts and actions taken by the Surety as such attorney-in-fact. The Surety may bring separate suits on this Agreement as causes of actions accrue, and the bringing of suit or the recovery of judgment upon any cause of action shall not prejudice or bar the bringing of other suits upon other causes of action. Any Indemnitor shall immediately notify the Surety in writing of any demand, notice, suit, action, or proceeding relating to any Bond. The Surety may adjust, settle or compromise any claim, demand, suit or judgment upon any Bonds. If requested by an Indemnitor, the Surety shall litigate such claim or demand, or defend such suit, or appeal from such judgment, provided that the Indemnitor deposits with Surety, at the time of such request, collateral satisfactory to the Surety to be used to pay any judgment rendered plus interest, costs, expenses and fees, including those of the Surety. This is a continuous Agreement which remains in full force and effect as to every Bond issued by the Surety. However, participation in this Agreement by any Indemnitor may be terminated as to future Bonds by written notice to the Surety which shall become effective on the date of written acceptance thereof by the Surety. Such termination shall not relieve any Indemnitor from liability assumed prior to such termination, nor shall it affect the liability of any other Indemnitor. The Surety's rights under this agreement are cumulative with, and in addition to, all other rights of the Surety, however derived. The Surety is not required...
XII. 1 Pensions (other than those of Article X type mentioned) and pensions that a natural person who is a resident of a country and for there subject to tax, accruing from lying in the other country sources should, by the control in this other country be freed.
XII. 2 Section 12.6. Manner of voting at meetings and record to be kept.... XII-2 Section 12.7. Exercise of rights of Trustee or Holders may not be hindered or delayed by call of meeting of Holders....
XII. In case all of the Premises is taken by the exercise of the power of eminent domain, this Lease shall terminate as of the date possession is taken, and Lessor shall refund any rent paid in advance in the ratio of thirty days to the number of days between the date possession is so taken and the first day of the next calendar month. If thirty five per cent (35%) or more of the Premises is so taken, further provided that the taking of the portion of said Premises does materially affect the operation and conduct of Lessee’s business, then this Lease shall terminate at the election of either party upon notice to the other within thirty (30) days after the payment, or the deposit with the appropriate public officer, of the compensation awarded to Lessor, and in that event the term shall terminate on the date possession of the part condemned is taken by the condemning authority and the rent shall be paid to that date. In the event of a partial taking, rent shall equitably abate as of the effective date the government takes possession and/or such possession by Lessee is lost. If the Lease and term are not terminated, Lessor, at its expense and within thirty days after the payment or deposit of the compensation as aforesaid, shall commence to reconstruct the Premises not affected by the taking and with reasonable diligence proceed with such construction, and during the reconstruction and thereafter, the minimum rent shall be reduced in the proportion that the part taken bears to the Leased Premises. In any event, the entire compensation awarded shall belong to Lessor without any deduction there from for any present or future estate or interest of Lessee, and Lessee hereby assigns to Lessor all of its right, title and interest in and to any and all such compensation together with any and all rights, estate and interest of Lessee now existing or hereafter arising in and to the same or any part thereof.
XII. Brokers................................................................................................43 12.1 For AEI, the Owner and REP........................................................................43 12.2