Xxxx and Xxxxxxx. Xxxxx Xxxxxxx, both -------- individuals residing in the State of Indiana (collectively the "Guarantors") hereby jointly and severally guarantee to Buyer the timely payment and performance in full of Seller's post-Closing indemnification obligations under this Agreement (the "Guaranteed Obligations"); provided, however that the aggregate liability of Guarantors under this Section shall not exceed $3,000,000, the Guaranteed Obligations shall not be subject to an additional $250,000 minimum as in Section 9.2(a)(i), and the Guarantors' liability under this Section shall expire on the first anniversary of the Closing Date, provided that Guarantors' liability with respect to any Guaranteed Obligations for which notice has been given during such one-year period shall survive until resolved. Guarantors' obligations hereunder are primary and direct and not conditioned or contingent upon pursuit of any remedies against Seller, and shall not be limited or affected by any circumstance that might otherwise limit or affect the obligations of a surety or guarantor, all of which are waived to the fullest extent permitted by law. The Guarantors each represent and warrant that they have and will maintain sufficient personal net worth to pay and perform the Guaranteed Obligations hereunder. [SIGNATURE PAGE FOLLOWS] 857808 SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT ------------------------------------------
Xxxx and Xxxxxxx. Because Xx. Xxxx retired as Chairman and Chief Executive Officer on October 10, 2008, a separate table shows Xx. Xxxx’x actual retirement benefits. On February 1, 2009, Xx. XxXxxxx stopped serving as acting Chief Executive Officer, became non-executive Chairman of the Board and resumed receiving non-employee director compensation. The only continuing employment-related benefit applicable to Xx. XxXxxxx is the option to purchase 60,000 shares granted to Xx. XxXxxxx, as shown in the “Executive Compensation Tables and Supporting Information” above. This vested stock option is exercisable until five years after Xx. XxXxxxx’x retirement from the Board of Directors, or the 10-year expiration date of the option, if earlier. If Xx. XxXxxxx had retired from the Board at the end of fiscal year 2009, the value of such stock option at that time (using the valuation method reflected in the tables below) would have been $639,600. On October 2, 2009, the Company announced that Xx. Xxxxx will leave the Company at the end of calendar 2009. The material terms and conditions of any non-competition or other agreement between the Company and Xx. Xxxxx will be finalized prior to his departure and described in a current report on Form 8-K. The information presented with respect to Xx. Xxxxx in the tables below represents potential payments to Xx. Xxxxx absent any non-competition or other agreement.
Xxxx and Xxxxxxx for the appellants: There is dear evidence of a binding agree ment to do a certain thing. There is no suggestion of fraud or any ground entitling a shareholder to come to the court and challenge this agreement. xxxxxxxxxx xx not acting in a fidu ciary capacity. The name of the company is mentioned pro forrnd; but the agreement is a bargain with lilienfeld per sonally, and he wm to vote, not m representative of the 492 CORONATION 8YN. v. LILIENFKLD k ANOTHER. company, bat in his own interest He holds nearly 45,000 oat of 63,500 shares in the company. The Coart has power to compel a man to vote in the same way as it can compel him to pass transfer of land sold by him. In each case it is the signing of a document. If he will not vote himself the Court can compel him to execute a proxy. Voting in the present case is not a matter of judgment by which the property of other persons may be affected, and the Court can compel Xxxxxxxxxx to do everything that is necessary bond fide to carry out his con tract. This is a case for specific performance and not for damages. It would be impossible to assess the tl&mages (Thomp- $071 v. PvUinger, Off. Rep. 1894, p. 298; Groenewegen, De Legibus Abrogatis, Dig. 42,1,13; Xxxxxxx’x Notes to Xxxxxxx, 331, 7, 3, 41; Xxxxx, Praelectiones, 3,16, 5; Xxxx^’s van Leeuwen, vol. 2, p. 141). The test as to whether or not an action for specific performance will lie is the ability of the other party to perform (Fry on Specific Performance, 1881 ed., secs. 5, 26, 32, 41 ; Xxxxxx v. Xxxxxx, X.X, 9 Q.B. 55). All we ask is that we shall be provisionally protected until the Court has had an oppor tunity of reviewing all the circumstances.
Xxxx and Xxxxxxx. 26.1 The term of this agreement will commence on the date of ratification by the bargaining unit and by the Board of Directors of VICE.
Xxxx and Xxxxxxx. 26.1 The term of this agreement will commence on April 1, 2020.
Xxxx and Xxxxxxx. 76. The board of directors of a Member is responsible for ensuring that the Member maintains a compliance program that identifies and addresses material risks of noncompliance. 77. Between October 2005 to January 31, 2009, Xxxxxxx and Xxxx, as directors and officers of The Investment House, did not ensure that The Investment House maintained a compliance program that identified and addressed material risks of non-compliance and that appropriate supervision and compliance procedures to manage those risks had been implemented, and more specifically caused The Investment House to breach MFDA By-laws, Rules and Policies, as described above in this Settlement Agreement, contrary to MFDA Rules 2.1.1(c) and 2.5.1 and MFDA Policy 2.
Xxxx and Xxxxxxx. 3.01 Prior to the expiry date, either party may, within a period of four (4) months immediately preceding the date of expiration, by written notice, require the other party to commence collective bargaining for the purpose of renewing or revising the Collective Agreement or entering into a new collective agreement. If such written notice is given by either party and no new agreement is reached, all the provisions of this Agreement shall continue to be observed by both parties until twenty-one (21) days after advice has been received from the Minister of Labour as set forth in Part I of the Canada Labour Code, section 89 (1) and (2).
Xxxx and Xxxxxxx. 23.01 The Agreement shall be in effect from November 1, 2005 and shall continue to October 31, 2007 and shall remain in effect from year to year thereafter unless either Party gives the other Party written notice of termination or desire to amend the Agreement in accordance with Article 23.02.
Xxxx and Xxxxxxx. This Agreement shall be in full force and effect as of January 1,2007 and shall remain in effect through and including December 31,2009. If no further agreement is negotiated between the parties, the terms and conditions of employment shall be as set forth in the Township Code, Ordinances, and Motions, and State and Federal Law, and the Policy Manual. The parties shall commence negotiations for the purpose of determining the terms and conditions of employment for the year(s) after the expiration of this Agreement. Westampton Superior Officers Lodge #147 Township of Westampton Fraternal Order of Police By: By: By:
Xxxx and Xxxxxxx. [laughs]
