Amazxx xxx'x Xoyalty Program Option. Amazxx.xxx xxx, at its sole option and expense, develop a loyalty program to be offered to the Co-Branded Cardholders (the "Amazon Program"). Following the development of the Amazon Program, the parties will conduct a test, not to exceed four (4) calendar months, whereunder the Amazon Program will be offered to a mutually agreed upon percentage of new applicants for a Co-Branded Card. During the test, Amazxx.xxx xxxl receive [*] basis points of net Co-Branded Cardholder spending for all Co-Branded Cardholders who elect the Amazon Program. At the conclusion of the test period, the parties will jointly evaluate the performance of the Amazon Program, as compared with the Co-Branded Loyalty Program, with the objective of choosing, in good faith, the program which, in the reasonable judgment of the parties, is more likely to stimulate balance build and purchase activity.
Amazxx xxx xxx NextCard shall work together to ensure an orderly termination of the Co-Branded Card program; and An asterisk [*] indicates that certain information has been omitted from this agreement pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.
Amazxx xxx xxxll not be responsible in any way for any misrepresentation, negligent act or omission or willful misconduct of NextCard, its affiliates, officers, directors, agents, subcontractors or employees in connection with the entry into or performance of any obligation of NextCard under this Agreement. Further, NextCard shall indemnify, defend and hold Amazxx.xxx xxxmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to: (i) any actual or alleged violation or inaccuracy of any representation, warranty, or obligation of NextCard contained in this Agreement, (ii) any act or omission of NextCard in connection with the issuance of Co-Branded Card(s) and/or the administration of Co-Branded Accounts which constitutes a violation of State of California or federal banking or consumer credit laws or regulations or applicable VISA or MasterCard rules and regulations, (iii) any actual or alleged infringement of any trademark, copyright, trade name or other proprietary ownership interest resulting from the use by Amazxx.xxx xx the NextCard Copyrights and the NextCard Marks as contemplated by this Agreement, and (iv) any negligent act or omission or willful misconduct of NextCard or its directors, officers, employees, agents or assigns in connection with the entry into or performance of this Agreement.
Amazxx. XXX. Xxazxx.xxx xxxl defend and indemnify Company and its Affiliates against any claim or action brought by a third party, to the extent it is based on (a) the operation of the Amazxx.xxx Xxxe or (b) infringement of such third-party's Intellectual Property Rights by any materials provided by Amazxx.xxx xxx display on the Company Site. Subject to Section 7.3, Amazxx.xxx xxxl pay any award against Company and its Affiliates, or their respective employees, directors or representatives and any costs and attorneys' fees reasonably incurred by them resulting from any such claim or action.
Amazxx xxx Xxxyrights and Amazxx.xxx Xxxks. NextCard hereby acknowledges that as between the Parties all rights in the Amazxx.xxx Xxxyrights and the Amazxx.xxx Xxxks shall be the property of Amazxx.xxx, xxd Amazxx.xxx xxxeby grants NextCard a nonexclusive, nontransferable, restricted and royalty-free license to use the Amazxx.xxx Xxxyrights and Amazxx.xxx Xxxks only in a manner and at such times as are expressly authorized by this Agreement, as follows:
Amazxx xxx xxxll file with respect to shares of Amazxx.xxx Xxxmon Stock subject to such Options held by individuals who are employees of the Company as of the time the registration statement described below becomes effective, a registration statement on Form S-8 (or any successor form) to be effective no later than the later of (a) the first business day after the Closing Date and (b) the fourth business day after the date on which the Audited Financial Statements are delivered to the Company. Amazxx.xxx xxxll use all commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Options remain outstanding. As a result of such registration, the shares of Amazxx.xxx Xxxmon Stock covered by such registration statement that are issuable upon the exercise of such Options will be freely tradable, without restriction under the Securities Act, other than any restrictions imposed on affiliates of the Company pursuant to Rule 145(d) under the Securities Act and those restrictions imposed on affiliates of Amazxx.xxx xxxsuant to Rule 144 under the Securities Act. For so long as any such shares of Amazxx.xxx Xxxmon Stock remain subject to Rule 145 of the Securities Act, Amazxx.xxx xxxees to use commercially reasonable efforts to timely file all required reports under the Exchange Act, and otherwise satisfy the requirements of Rule 144(c) under the Securities Act.
Amazxx xxx xxxll prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Amazxx.xxx xxxll permit the Shareholder Representative to review and approve promptly upon receipt each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Shareholder Representative. In no event shall such Tax Returns be filed by Amazxx.xxx xxxhout the prior approval of the Shareholder Representative, which approval shall be given or withheld promptly upon receipt and which shall not be unreasonably withheld.
Amazxx xxx xxxll prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for any Straddle Period. Amazxx.xxx xxxll permit the Shareholder Representative to review and approve promptly upon receipt each such Tax Return described in the preceding sentence to the extent such Tax Return relates to the portion of a Straddle Period ending on the Closing Date (the "Pre-Closing Partial Period") and shall make such revisions to such Tax Returns (to the extent such revisions relate to the Pre-Closing Partial Period) as are reasonably requested by the Shareholder Representative. In no event shall such Tax Returns relating to the Pre-Closing Partial Period be filed by Amazxx.xxx xxxhout the prior approval of the Shareholder Representative, which approval shall be given or withheld promptly upon request and which shall not be unreasonably withheld. For purposes of allocating Taxes to the Pre-Closing Partial Period, to the extent permitted by law and administrative practice, the Straddle Period shall be treated as closing on (and including) the Closing Date. In the case of any Taxes that are payable for a Straddle Period that is not treated under the preceding sentence as closing on the Closing Date, the portion of such Tax related to the Pre-Closing Partial Period shall be deemed to be: (i) in the case of real, personal and intangible Property Taxes ("Property Taxes") of the Company for the Pre-Closing Partial Period, the amount of such Tax for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Partial Period and the denominator of which is the number of days in the Straddle Period, and (ii) the Taxes of the Company other than property Taxes for the Pre-Closing Partial Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.
Amazxx. XXX. XXAZXX.XXX XXXS NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE AMAZXX.XXX XXXE OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AMAZXX.XXX XXXCIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT OF SALES REVENUES THAT MAY OCCUR DURING THE TERM, AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT COMPANY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
Amazxx. XXX. XXAZXX.XXX XXXS NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE * CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMAZXX.XXX XXXE OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AMAZXX.XXX XXXCIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT OF SALES REVENUES THAT MAY OCCUR DURING THE TERM, AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT COMPANY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
