By Issuer. The Issuer shall indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from a breach by it of this Agreement or its own negligence, bad faith or wilful default or that of its officers, employees or agents.
By Issuer. (1) Resolution of the Board of Directors authorizing the issuance of certificates for the number of shares to be delivered to Shareholders pursuant to Schedule 6(i)(1).
(2) Schedule for the number of Issuer shares registered in the name of Shareholders pursuant to schedule 6(i)(1).
(3) Certificates for the number of Issuer shares registered in the name of Issuer pursuant to Schedule 6(i)(1).
(4) Such other resolutions of Issuer’s stockholders and/or directors as may reasonably be required by Company and Shareholders.
(5) Such other agreements relating to the transaction as may reasonably be required by the Company or Shareholders.
(6) Certificate of Good Standing from the State of Arizona.
(7) Copy of the 8K to be filed with the SEC, if applicable.
(8) Copy of a draft press release for review and approval.
(9) Warrant for 200,000 shares of Issuer common stock.
(10) Employment Agreement, Xxxx Xxxxxxx (11) Consulting agreement, Xxxxx Xxxxxx
By Issuer. At any time during the Warrant Term, Issuer may redeem then then-outstanding portion of the Warrant, in whole but not in part, by written notice to Holder (a “Call Notice”). Upon receiving a Call Notice or the expiration of the Warrant Term, as the case may be, Holder promptly shall tender to Issuer the original of this Warrant Agreement. Within 15 days after the date on which Issuer actually receives the original Warrant Agreement at its address for notice specified in Section 11.01 hereof, Issuer shall repurchase the Warrant from Holder for an amount equal to 110% of the then-current Purchase Price of the Warrant, payable in cash or collected funds (the “Redemption Price”).
By Issuer. Without prejudice to Clause 11.2, the Issuer shall indemnify each Agent, on an after tax basis, against any loss, liability, fee, cost, claim, action, demand or expense (including, but not limited to, all proper costs, charges, fees and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from its own negligence, wilful default or fraud.
By Issuer. Issuer shall indemnify and hold harmless Distributor and each person who controls or is associated with Distributor within the meaning of such terms under the federal securities laws, and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Distributor and/or any such person may become subject, under any statute or regulation, any FINRA or SEC rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
9.1.1. arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Contract Prospectus required to be filed by Issuer; (ii) blue-sky application or other document executed by Issuer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction; provided that Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon information furnished in writing to Issuer by Distributor specifically for use in the preparation of any such Registration Statement or any amendment thereof or supplement thereto; or in any Contract Prospectus required to be filed by Issuer;
9.1.2. result from any breach by Issuer of any provision of this Agreement; or
9.1.3. result from Issuer's own misconduct or negligence. This indemnification agreement shall be in addition to any liability that Issuer may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.
By Issuer. Upon the occurrence and during the continuance of a breach by Issuer of any of its agreements, representations, warranties or covenants set forth herein (each a “Issuer Event of Default”), then Distributor shall have the right to terminate this Agreement and to seek any and all remedies available at law and in equity. Notwithstanding the foregoing, Distributor shall not have the right to withhold and reserve from any monies whatsoever payable to Issuer or its designee hereunder, other than amounts relating to any Issuer Obligations.
By Issuer. The Issuer shall indemnify each Agent, on an after tax basis, against any direct loss, liability, cost, claim, action, demand or expense (together, Losses) (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, Expenses) paid or incurred in disputing or defending any Losses properly and accurately documented) which it may incur or which may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except for any Losses or Expenses resulting from its own gross negligence, bad faith or wilful default or that of its directors, officers, employees or agents.
By Issuer. The Issuer, failing whom the Guarantor, will indemnify each Paying Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from a breach by it of this Agreement or its wilful default, negligence or bad faith or that of its officers or employees.
By Issuer. (1) Resolution of the Board of Directors authorizing the issuance of certificates for the number of shares to be delivered to Shareholders and a resolution approving the transaction.
(2) Certificates for the number of Issuer preferred shares registered in the names of the shareholders as set forth in the attached shareholders list.
(3) Such other resolutions of Issuer directors and officers and writings as may reasonably be required by Company and Shareholders.
(4) Such other agreements relating to the transaction as may reasonably be required by the Company or Shareholders.
(5) Issuer Officer Certificate and Disclosures
(6) Certificate of Good Standing from the State of Nevada By Company and Shareholders:
(7) Delivery to the Issuer, certificate(s) evidencing the Company Shares, and such stock powers as are required in order to transfer to Issuer good and marketable title to the Shares.
(8) Resolution by the Board of Directors of Company approving the transaction.
(9) Copies of the basic corporate records, including bylaws, minute books and articles of incorporation, together with financial statements with supporting schedules for the periods ending 12-31-09, 12-31-10 and 2011 year to date of closing. Company shall retain all other records at its current principal address.
(10) A certificate of good standing from the State of Incorporation.
(11) Such other resolutions of Company and Shareholder and/or directors as may reasonably be required by Issuer.
(12) Such other agreements or documents relating to the transaction as may reasonably be required by the Issuer.
By Issuer. (i) Board of Directors Minutes authorizing the issuance of a certificate or certificates for the Shares to be issued pursuant to this Agreement.
(ii) The written resignations of the current officers and directors of ISSUER.
(iii) A Board of Directors resolution appointing the following as the new directors of ISSUER:
(iv) All of the business and corporate records of ISSUER, including but not limited to correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts.
(v) A certificate representing 75,000,000 shares of common stock of ISSUER containing a restrictive legend issued to GI.
