Common use of JOINT AND SEVERAL RESPONSIBILITY Clause in Contracts

JOINT AND SEVERAL RESPONSIBILITY. Each of First Ecom and PEDS Asia acknowledge and agree that they are entering into this Agreement, and that they make the representations, warranties, covenants, agreements, indemnities and other undertakings and responsibilities of Licensor set forth herein, jointly and severally, with full recourse on the part of Licensee to either or both of them for the obligations and undertakings of Licensor contained herein. In this respect, each of First Ecom and FEDS Asia joins in this Agreement as primary obligor and not as surety, and Licensee shall not be required to proceed first against or exhaust its remedies against either of First Ecom or FEDS Asia as a condition to proceeding hereunder against the other with respect to any claim arising hereunder. Further, each of First Ecom and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its agent and attorney-in-fact for the giving or receipt of all notices or payments, the granting of all consents, approvals, or waivers, and the taking of all such other actions and making of all such other elections and/or decisions as shall be explicitly or implicitly provided or permitted herein to be given, received, granted, taken or made by or on behalf of Licensor or either of them (it being understood that omitting to take any action or make any election or decision shall be deemed the taking of an action or the making of any election or decision for this purpose), and to do all such acts and things as may in the opinion of such attorney-in-fact be reasonably necessary or reasonably expedient for the purposes thereof, or in connection therewith, and Licensee shall be entitled to rely conclusively on any of the foregoing as the action, decision or election, as the case may be, of each and both of First Ecom and FEDS Asia. Each of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes a power coupled with an interest and shall be binding upon its successors and assigns. Any payments received by First Ecom hereunder that properly belong to FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia, and FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee for any amounts payable to FEDS Asia that Licensee pays to First Ecom. LICENSOR: FIRST EXXX.XXX, INC. FIRST ECOM DATA SERVICES ASIA LIMITED By:_____________________ By:_____________________ Name: Kxxxxxx G.X. Xxxxxxx Name: Kxxxxxx G.X. Xxxxxxx Title: Secretary Title: Secretary LICENSEE: TRANSWORLD PAYMENT SOLUTIONS N.V. By:_____________________ Name: Jxxx Chr. M.A.M. Deuss Title: Managing Director SOFTWARE DEVELOPMENT LICENSE AGREEMENT This SOFTWARE DEVELOPMENT LICENSE AGREEMENT (“Agreement”) is entered into effective as of October 19, 2001 (the “Effective Date”) by and among First Exxx.xxx, Inc., a Nevada corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“First Ecom”), and First Ecom Data Services Asia Limited, a Hong Kong corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“FEDS Asia”)( First Ecom and FEDS Asia being referred to herein individually, jointly and collectively as “Licensor”), and Transworld Payment Solutions N.V., a Netherlands Antilles company having its offices at c/x Xxxxxxxxxxxx Xx. 0, Xxxxxxx, Xxxxxxxxxxx Antilles (“Licensee”) .

JOINT AND SEVERAL RESPONSIBILITY. Each of First Ecom and PEDS FEDS Asia acknowledge and agree that they are entering into this Agreement, and that they make the representations, warranties, covenants, agreements, indemnities and other undertakings and responsibilities of Licensor set forth herein, jointly and severally, with full recourse on the part of Licensee to either or both of them for the obligations and undertakings of Licensor contained herein. In this respect, each of First Ecom and FEDS Asia joins in this Agreement as primary obligor and not as surety, and Licensee shall not be required to proceed first against or exhaust its remedies against either of First Ecom or FEDS Asia as a condition to proceeding hereunder against the other with respect to any claim arising hereunder. Further, each of First Ecom and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its agent and attorney-in-fact for the giving or receipt of all notices or payments, the granting of all consents, approvals, or waivers, and the taking of all such other actions and making of all such other elections and/or decisions as shall be explicitly or implicitly provided or permitted herein to be given, received, granted, taken or made by or on behalf of Licensor or either of them (it being understood that omitting to take any action or make any election or decision shall be deemed the taking of an action or the making of any election or decision for this purpose), and to do all such acts and things as may in the opinion of such attorney-in-fact be reasonably necessary or reasonably expedient for the purposes thereof, or in connection therewith, and the Licensee shall be entitled to rely conclusively on any of the foregoing as the action, decision or election, as the case may be, of each and both of First Ecom and FEDS Asia. Each of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes a power coupled with an interest and shall be binding upon its successors and assigns. Any payments received by First Ecom hereunder that properly belong to FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia, and FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee for any amounts payable to FEDS Asia that Licensee pays to First Ecom. LICENSOR: FIRST EXXX.XXX, INC. FIRST ECOM DATA SERVICES ASIA LIMITED By:_____________________ By:_____________________ Name: Kxxxxxx G.X. Xxxxxxx Name: Kxxxxxx G.X. Xxxxxxx Title: Secretary Title: Secretary LICENSEE: TRANSWORLD PAYMENT SOLUTIONS N.V. By:_____________________ Name: Jxxx Chr. M.A.M. Deuss Title: Managing Director SOFTWARE DEVELOPMENT LICENSE AGREEMENT This SOFTWARE DEVELOPMENT LICENSE AGREEMENT (“Agreement”) is entered into effective as of October 19, 2001 (the “Effective Date”) by and among First Exxx.xxx, Inc., a Nevada corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“First Ecom”), and First Ecom Data Services Asia Limited, a Hong Kong corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“FEDS Asia”)( First Ecom and FEDS Asia being referred to herein individually, jointly and collectively as “Licensor”), and Transworld Payment Solutions N.V., a Netherlands Antilles company having its offices at c/x Xxxxxxxxxxxx Xx. 0, Xxxxxxx, Xxxxxxxxxxx Antilles (“Licensee”) .[END OF DOCUMENT]

JOINT AND SEVERAL RESPONSIBILITY. Each of First Ecom and PEDS FEDS Asia acknowledge and agree that they are entering into this Agreement, and that they make the representations, warranties, covenants, agreements, indemnities and other undertakings and responsibilities of Licensor set forth herein, jointly and severally, with full recourse on the part of Licensee to either or both of them for the obligations and undertakings of Licensor contained herein. In this respect, each of First Ecom and FEDS Asia joins in this Agreement as primary obligor and not as surety, and Licensee shall not be required to proceed first against or exhaust its remedies against either of First Ecom or FEDS Asia as a condition to proceeding hereunder against the other with respect to any claim arising hereunder. Further, each of First Ecom and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its agent and attorney-in-fact for the giving or receipt of all notices or payments, the granting of all consents, approvals, or waivers, and the taking of all such other actions and making of all such other elections and/or decisions as shall be explicitly or implicitly provided or permitted herein to be given, received, granted, taken or made by or on behalf of Licensor or either of them (it being understood that omitting to take any action or make any election or decision shall be deemed the taking of an action or the making of any election or decision for this purpose), and to do all such acts and things as may in the opinion of such attorney-in-fact be reasonably necessary or reasonably expedient for the purposes thereof, or in connection therewith, and the Licensee shall be entitled to rely conclusively on any of the foregoing as the action, decision or election, as the case may be, of each and both of First Ecom and FEDS Asia. Each of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes a power coupled with an interest and shall be binding upon its successors and assigns. Any payments received by First Ecom hereunder that properly belong to FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia, and FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee for any amounts payable to FEDS Asia that Licensee pays to First Ecom. LICENSOR: FIRST EXXX.XXX, INC. FIRST ECOM DATA SERVICES ASIA LIMITED By:_____________________ : /s/ Kxxxxxx G.X. Xxxxxxx By:_____________________ : /s/ Kxxxxxx G.X. Xxxxxxx Name: Kxxxxxx G.X. Xxxxxxx Name: Kxxxxxx G.X. Xxxxxxx Title: Secretary Title: Secretary LICENSEE: TRANSWORLD PAYMENT SOLUTIONS N.V. By:_____________________ : /s/ Jxxx Chr. M.A.M. Deuss Name: Jxxx Chr. M.A.M. Deuss Title: Managing Director SOFTWARE DEVELOPMENT LICENSE AGREEMENT This SOFTWARE DEVELOPMENT LICENSE AGREEMENT (“Agreement”) is entered into effective as of October 19, 2001 (the “Effective Date”) by and among First Exxx.xxx, Inc., a Nevada corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“First Ecom”), and First Ecom Data Services Asia Limited, a Hong Kong corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“FEDS Asia”)( First Ecom and FEDS Asia being referred to herein individually, jointly and collectively as “Licensor”), and Transworld Payment Solutions N.V., a Netherlands Antilles company having its offices at c/x Xxxxxxxxxxxx Xx. 0, Xxxxxxx, Xxxxxxxxxxx Antilles (“Licensee”) .[END OF DOCUMENT]

JOINT AND SEVERAL RESPONSIBILITY. Each of First Ecom and PEDS FEDS Asia acknowledge and agree that they are entering into this Agreement, and that they make the representations, warranties, covenants, agreements, indemnities and other undertakings and responsibilities of Licensor set forth herein, jointly and severally, with full recourse on the part of Licensee to either or both of them for the obligations and undertakings of Licensor contained herein. In this respect, each of First Ecom and FEDS Asia joins in this Agreement as primary obligor and not as surety, and Licensee shall not be required to proceed first against or exhaust its remedies against either of First Ecom or FEDS Asia as a condition to pr proceeding hereunder against the other with respect to any claim arising hereunder. Further, each of First Ecom and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its agent and attorney-in-fact for the giving or receipt of all notices or payments, the granting of all consents, approvals, or waivers, and the taking of all such other actions and making of all such other elections and/or decisions as shall be explicitly or implicitly provided or permitted herein to be given, received, granted, taken or made by or on behalf of Licensor or either of them (it being understood that omitting to take any action or make any election or decision shall be deemed the taking of an action or the making of any election or decision for this purpose), and to do all such acts and things as may in the opinion of such attorney-in-fact be reasonably necessary or reasonably expedient for the purposes thereof, or in connection therewith, and Licensee shall be entitled to rely conclusively on any of the foregoing as the action, decision or election, as the case may be, of each and both of First Ecom and FEDS Asia. Each of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes a power coupled with an interest and shall be binding upon its successors and assigns. Any payments received by First Ecom hereunder that properly belong to FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia, and FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee for any amounts payable to FEDS Asia that Licensee pays to First Ecom. LICENSOR: FIRST EXXX.XXX, INC. FIRST ECOM DATA SERVICES ASIA LIMITED By:_____________________ : /s/ Kxxxxxx G.X. Xxxxxxx By:_____________________ : /s/ Kxxxxxx G.X. Xxxxxxx Name: Kxxxxxx G.X. Xxxxxxx Name: Kxxxxxx G.X. Xxxxxxx Title: Secretary Title: Secretary LICENSEE: TRANSWORLD PAYMENT SOLUTIONS N.V. By:_____________________ : /s/ Jxxx Chr. M.A.M. Deuss Name: Jxxx Chr. M.A.M. Deuss Title: Managing Director [END OF DOCUMENT] SOFTWARE DEVELOPMENT LICENSE AGREEMENT This FOR PAYMENT GATEWAY THIS SOFTWARE DEVELOPMENT LICENSE AGREEMENT (“Agreement”) is entered into effective as of October 19, 2001 (the “Effective Date”) by and among First Exxx.xxx, Inc., a Nevada corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“"First Ecom”"), and First Ecom Data Services Asia Limited, a Hong Kong corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“"FEDS Asia”)( First Asia")(First Ecom and FEDS Asia being referred to herein individually, jointly and collectively as “"Licensor”"), and Transworld Payment Solutions N.V., a Netherlands Antilles company having its offices at c/x Xxxxxxxxxxxx Xx. 0, Xxxxxxx, Xxxxxxxxxxx Antilles (“"Licensee”) ").

JOINT AND SEVERAL RESPONSIBILITY. Each of First Ecom and PEDS Asia Sellers acknowledge and agree that they are entering into this Agreement, and that they make the representations, warranties, covenants, agreements, indemnities covenants and other undertakings and responsibilities of Licensor agreements set forth herein, jointly and severally, with full recourse on the the, part of Licensee Purchaser to either or both of them any and all Sellers for the obligations and undertakings of Licensor any Seller contained herein. In this respect, each of First Ecom and FEDS Asia Seller joins in this Agreement as primary obligor and not as surety, and Licensee Purchaser shall not be required to proceed first against or exhaust its remedies against either of First Ecom any one or FEDS Asia more Sellers as a condition to proceeding hereunder against the any other Seller with respect to any claim arising hereunder. Further, each of First Ecom and FEDS Asia Seller hereby irrevocably and exclusively appoints First Ecom as its agent and attorney-in-fact for the giving or receipt of all notices or payments, the granting of all consents, approvals, or waivers, and the taking of all such other actions and making of all such other elections and/or decisions as shall be explicitly or implicitly provided or permitted herein to be given, received, granted, taken or made by or on behalf of Licensor the Sellers or either any of them (it being understood that omitting to take any action or make any election or decision shall be deemed the taking of an action or the making of any election or decision for this purpose), and to do all such acts and things as may in the opinion of such attorney-in-fact be reasonably necessary or reasonably expedient for the purposes thereof, or in connection therewith, and Licensee Purchaser shall be entitled to rely conclusively on any of the foregoing as the action, decision or election, as the case may be, of each and both all of First Ecom and FEDS Asiathe Sellers. Each of First Ecom and FEDS Asia Seller agrees that the foregoing appointment constitutes a power coupled with an interest and shall be binding upon its successors and assigns. Any payments received by First Ecom hereunder that properly belong to FEDS Asia any of other Seller shall be held by First Ecom in trust for the benefit of FEDS Asiasuch other Seller, and FEDS Asia Sellers hereby releasesrelease, discharges discharge and agrees agree to hold harmless Licensee Purchaser for any amounts payable to FEDS Asia any Seller hereunder or pursuant to any transaction or instrument contemplated hereby that Licensee Purchaser pays to First Ecom. LICENSOR: FIRST EXXX.XXX, INC. FIRST ECOM DATA SERVICES ASIA LIMITED By:_____________________ By:_____________________ Name: Kxxxxxx G.X. Xxxxxxx Name: Kxxxxxx G.X. Xxxxxxx Title: Secretary Title: Secretary LICENSEE: TRANSWORLD PAYMENT SOLUTIONS N.V. By:_____________________ Name: Jxxx Chr. M.A.M. Deuss Title: Managing Director SOFTWARE DEVELOPMENT LICENSE AGREEMENT This SOFTWARE DEVELOPMENT LICENSE AGREEMENT (“Agreement”) is entered into effective as of October 19, 2001 (the “Effective Date”) by and among First Exxx.xxx, Inc., a Nevada corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“First Ecom”), and First Ecom Data Services Asia Limited, a Hong Kong corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“FEDS Asia”)( First Ecom and FEDS Asia being referred to herein individually, jointly and collectively as “Licensor”), and Transworld Payment Solutions N.V., a Netherlands Antilles company having its offices at c/x Xxxxxxxxxxxx Xx. 0, Xxxxxxx, Xxxxxxxxxxx Antilles (“Licensee”) .

JOINT AND SEVERAL RESPONSIBILITY. Each of First Ecom and PEDS Asia acknowledge and agree that they are entering into this Agreement, and that they make the representations, warranties, covenants, agreements, indemnities and other undertakings and responsibilities of Licensor set forth herein, jointly and severally, with full recourse on the part of Licensee to either or both of them for the obligations and undertakings of Licensor contained herein. In this respect, each of First Ecom and FEDS Asia joins in this Agreement as primary obligor and not as surety, and Licensee shall not be required to proceed first against or exhaust its remedies against either of First Ecom or FEDS Asia as a condition to proceeding hereunder against the other with respect to any claim arising hereunder. Further, each of First Ecom and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its agent and attorney-in-fact for the giving or receipt of all notices or payments, the granting of all consents, approvals, or waivers, and the taking of all such other actions and making of all such other elections and/or decisions as shall be explicitly or implicitly provided or permitted herein to be given, received, granted, taken or made by or on behalf of Licensor or either of them (it being understood that omitting to take any action or make any election or decision shall be deemed the taking of an action or the making of any election or decision for this purpose), and to do all such acts and things as may in the opinion of such attorney-in-fact be reasonably necessary or reasonably expedient for the purposes thereof, or in connection therewith, and Licensee shall be entitled to rely conclusively on any of the foregoing as the action, decision or election, as the case may be, of each and both of First Ecom and FEDS Asia. Each of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes a power coupled with an interest and shall be binding upon its successors and assigns. Any payments received by First Ecom hereunder that properly belong to FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia, and FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee for any amounts payable to FEDS Asia that Licensee pays to First Ecom. LICENSOR: FIRST EXXX.XXX, INC. FIRST ECOM DATA SERVICES ASIA LIMITED By:_____________________ : /s/ Kxxxxxx G.X. Xxxxxxx By:_____________________ : /s/ Kxxxxxx G.X. Xxxxxxx Name: Kxxxxxx G.X. Xxxxxxx Name: Kxxxxxx G.X. Xxxxxxx Title: Secretary Title: Secretary LICENSEE: TRANSWORLD PAYMENT SOLUTIONS N.V. By:_____________________ : /s/ Jxxx Chr. M.A.M. Deuss Name: Jxxx Chr. M.A.M. Deuss Title: Managing Director SOFTWARE DEVELOPMENT LICENSE AGREEMENT This SOFTWARE DEVELOPMENT LICENSE AGREEMENT (“Agreement”) is entered into effective as of October 19, 2001 (the “Effective Date”) by and among First Exxx.xxx, Inc., a Nevada corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“First Ecom”), and First Ecom Data Services Asia Limited, a Hong Kong corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“FEDS Asia”)( First Ecom and FEDS Asia being referred to herein individually, jointly and collectively as “Licensor”), and Transworld Payment Solutions N.V., a Netherlands Antilles company having its offices at c/x Xxxxxxxxxxxx Xx. 0, Xxxxxxx, Xxxxxxxxxxx Antilles (“Licensee”) .

JOINT AND SEVERAL RESPONSIBILITY. Each of First Ecom and PEDS FEDS Asia acknowledge and agree that they are entering into this Agreement, and that they make the representations, warranties, covenants, agreements, indemnities and other undertakings and responsibilities of Licensor set forth herein, jointly and severally, with full recourse on the part of Licensee to either or both of them for the obligations and undertakings of Licensor contained herein. In this respect, each of First Ecom and FEDS Asia joins in this Agreement as primary obligor and not as surety, and Licensee shall not be required to proceed first against or exhaust its remedies against either of First Ecom or FEDS Asia as a condition to pr proceeding hereunder against the other with respect to any claim arising hereunder. Further, each of First Ecom and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its agent and attorney-in-fact for the giving or receipt of all notices or payments, the granting of all consents, approvals, or waivers, and the taking of all such other actions and making of all such other elections and/or decisions as shall be explicitly or implicitly provided or permitted herein to be given, received, granted, taken or made by or on behalf of Licensor or either of them (it being understood that omitting to take any action or make any election or decision shall be deemed the taking of an action or the making of any election or decision for this purpose), and to do all such acts and things as may in the opinion of such attorney-in-fact be reasonably necessary or reasonably expedient for the purposes thereof, or in connection therewith, and Licensee shall be entitled to rely conclusively on any of the foregoing as the action, decision or election, as the case may be, of each and both of First Ecom and FEDS Asia. Each of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes a power coupled with an interest and shall be binding upon its successors and assigns. Any payments received by First Ecom hereunder that properly belong to FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia, and FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee for any amounts payable to FEDS Asia that Licensee pays to First Ecom. LICENSOR: FIRST EXXX.XXX, INC. FIRST ECOM DATA SERVICES ASIA LIMITED By:_____________________ By:_____________________ Name: Kxxxxxx G.X. Xxxxxxx Name: Kxxxxxx G.X. Xxxxxxx Title: Secretary Title: Secretary LICENSEE: TRANSWORLD PAYMENT SOLUTIONS N.V. By:_____________________ Name: Jxxx Chr. M.A.M. Deuss Title: Managing Director [END OF DOCUMENT] SOFTWARE DEVELOPMENT LICENSE AGREEMENT This SOFTWARE DEVELOPMENT LICENSE AGREEMENT (“Agreement”) is entered into effective as of October 19, 2001 (the “Effective Date”) by and among First Exxx.xxx, Inc., a Nevada corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“First Ecom”), and First Ecom Data Services Asia Limited, a Hong Kong corporation having its principal place of business at 80 Xxxxxxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxxx Xxxx (“FEDS Asia”)( First Ecom and FEDS Asia being referred to herein individually, jointly and collectively as “Licensor”), and Transworld Payment Solutions N.V., a Netherlands Antilles company having its offices at c/x Xxxxxxxxxxxx Xx. 0, Xxxxxxx, Xxxxxxxxxxx Antilles (“Licensee”) .FOR