Argonaut. Argonaut represents and warrants on a continuing basis that it: (i) has the right to enter this Agreement, is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the power and authority, to execute and deliver this Agreement and to perform its obligations hereunder, (iii) has by all necessary corporate action duly and validly authorized the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) has not and will not during the term of this Agreement enter into any agreement which conflicts with or which will result in any breach of, or constitute a default under this Agreement, any note, security agreement, commitment, contract or other agreement, instrument or undertaking to which Argonaut is a party.
Argonaut. Argonaut may terminate this Agreement at any time on sixty (60) days' notice, if at any time there are fewer than seven (7) members of the PDC other than Argonaut. Argonaut will in such event return to Member all funds received by Argonaut from Member.
Argonaut. Argonaut shall indemnify, defend and hold harmless Symyx and its directors, officers and employees (each an "Indemnitee") from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys' and professional fees and other expenses of litigation and/or arbitration) (a "Liability") resulting from a claim, suit or proceeding brought against an Indemnitee, arising from or occurring as a result of (a) Argonaut's material breach of any representation, warranty or covenant contained in this Agreement; (b) the design, development, manufacture, sale or other commercialization of the Product(s) except, in each case, any liability as set forth in Section 9.2(c); (c) any action arising from or related to Argonaut's negligence in the manufacture, storage, or handling of the Product(s); and (d) any non-conformance with the Specifications, except in each case, to the extent caused by the negligence or willful misconduct of Symyx.
Argonaut is desirous of subscribing for 50% (fifty per centum) of the total issued share capital of the COMPANY as against payment of the sum of R20 000 000,00 (twenty million rand) therefor, which will be exclusively utilised by the COMPANY to discharge its obligations under the SALE AGREEMENT on the EFFECTIVE ;
Argonaut. Argonaut shall indemnify, defend and hold harmless Symyx and its directors, officers and employees (each an "INDEMNITEE") from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys' and professional fees and other expenses of litigation and/or arbitration) (a "LIABILITY") resulting from a claim, suit or proceeding brought by a third party against an Indemnitee, arising from or occurring as a result of (a) Argonaut's material breach of any representation, warranty or covenant contained in this Agreement; (b) the design, development, manufacture, sale or other commercialization of the Licensed Product(s); and (c) any action arising from or related to Argonaut's negligence in the manufacture, storage, or handling of the Licensed Product(s).
Argonaut and Boston agree to enter into the Shareholders' Agreement regulating their rights and obligations with respect to their shareholdings in TH, such agreement to:
(a) provide that Argonaut and Boston will have equal voting rights and control in TH, notwithstanding that Argonaut Will hold more Shares than Boston;
(b) include, without limitation, the terms of dilution and management and rights of refusal in respect of each other's shares in TH and such other terms ordinarily found in shareholders' agreements in common use in the United States of America;
(c) provide for equal representation on the board of TH, which will not exceed four directors but no fewer than two directors each for Argonaut and Boston;
(d) provide that the nominated board representatives will in the case of Argonaut, be John Mitchell and Lord Razzall and xx xx xxxxxxxxe for either or both of them Graham Newall and in the case of Boxxxx, Xxxx Kennedy and Lindsay Xxxxxxx, xxx xxx xxxxint ax xxxxxxxxx xxx either or both of them.
Argonaut. Each of Argonaut and the Argonaut Subsidiaries does not know of, nor has it received written notice of, any breach or default under (nor, to the knowledge of Argonaut, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such material contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in, or result in, a Material Adverse Effect on Argonaut. Except as disclosed in the Argonaut Disclosure Letter, all contracts that are material to Argonaut and the Argonaut Subsidiaries, taken as a whole, are with Argonaut and the Argonaut Subsidiaries. All material contracts are legal, valid, binding and in full force and effect and are enforceable by Argonaut or one of the Argonaut Subsidiaries in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity) and are the product of fair and arms’ length negotiations between the parties thereto.
Argonaut. Argonaut has not filed any confidential material change or other report or other document with any Securities Authorities, the TSX or other self-regulatory authority which at the date hereof remains confidential.
