BRS. Golf’s total aggregate liability to the partner in respect of all other losses arising out of or related to this Payments Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the aggregate amount of Fees paid or payable to BRS Golf during the six (6) month period immediately preceding the event giving rise to the claim for liability.
BRS. Golf will provide the Services in a professional and workmanlike manner and free from any unreasonable defects, and BRS Golf will use commercially reasonable means to fix any defect in the Services that may arise. Partner shall use the Services only in accordance with this Payments Agreement. Aside from these warranties, to the extent permissible by applicable law, the Services are provided without warranty of any kind, either express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose or use.
BRS shall (i) use the Confidential Information solely for the purpose of evaluating a possible Transaction and for no other competitive or other purpose; (ii) not disclose the Confidential Information to any third party, except for disclosures to its directors, officers, employees and representatives of its advisors (such as independent accountants, investment bankers, attorneys and financing sources) acting on its behalf (such directors, officers, employees and representatives being referred to hereinafter collectively as its "Representatives") who in each case, in its reasonable judgment, need to know such information for the purpose of evaluating a possible Transaction; (iii) inform its Representatives of the confidential nature of the Confidential Information and direct its Representatives to treat the Confidential Information confidentially; (iv) take all additional reasonable precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement by its respective Representatives who have not entered into a written agreement with DLCH to be bound by the terms hereof.
BRS the Management Stockholders and the Surviving Corporation shall enter into a Securities Holders Agreement (the "Securities Holders Agreement") substantially in the form attached hereto as Exhibit F; and
BRS. HCC has not consented to extend the time in which any Tax may be assessed or collected by any taxing authority, which extension remains in effect; (viii) no written (or, to the knowledge of BRS-HCC, oral) claim has ever been made by a taxing authority in a jurisdiction where BRS-HCC does not file Tax Returns that BRS-HCC is or may be subject to Taxes assessed by such jurisdiction; (ix) BRS-HCC has no liability for Taxes of any other person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law), as a transferee or successor, by contract, or otherwise; and (x) Schedule 3.1.9, contains a list of states, territories and jurisdictions (whether foreign or domestic) in which BRS-HCC has filed Tax Returns.
BRS. HCC shall have delivered to HCC-Inc.: (i) a copy, certified by the Secretary of BRS-HCC, of the resolutions of the Board of Directors and the BRS-HCC Stockholders authorizing the execution, delivery and consummation of this Agreement and the BRS-HCC Merger; (ii) a copy, certified by the Secretary of Delaware, of the Constituent Documents of BRS-HCC; (iii) a certificate of the Secretary of BRS-HCC, dated as of the date hereof, as to the incumbency of any officer of BRS-HCC executing this Agreement or any document related thereto; and (iv) a certificate of good standing with respect to BRS-HCC certified by the Delaware Secretary of State no earlier than five (5) business days prior to the Closing Date.
BRS. HCC and each of the BRS-HCC Stockholders shall have executed and delivered to HCC-Inc. executed counterparts to this Agreement.
BRS. HCC shall deliver to HCC-Inc. its books and records, including the minute book, certificate book and stock record books, or copies thereof.
BRS. HCC Stockholders shall jointly indemnify and hold harmless HCC-Inc. and HCC-LLC from and against any and all loss, damage, cost or expense (including reasonable attorneys’ fees and expenses), judgments and fines (collectively, “Damages”) caused by, in connection with or arising or resulting from: (i) any breach or failure to fulfill or perform any covenant, agreement or obligation of BRS-HCC or the BRS-HCC Stockholders contained herein; (ii) any failure of any representation or warranty of BRS-HCC or the BRS-HCC Stockholders contained in this Agreement to have been true in all material respects when made; or (iii) any liabilities (including Tax liabilities) resulting from the BRS-HCC Merger.
BRS. SCI and John Xxxxxx xxx their respective directors, officers, employees, and assigns shall jointly and severally, indemnify and hold harmless one another and their representatives and assigns at all times as a result of any claims against, or liabilities or obligations of BRS, SCI and John Xxxxxx xxxated to their respective business or the products.
