By Xxxxxx. The Holder agrees to indemnify, to the extent permitted by law, the Corporation and each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Securities, their respective directors, officers, employees and agents and each Person who controls such underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” rules or any amendment thereto which has been furnished to the Corporation by the Holder expressly for use therein pursuant to subsection 3.2(a) or Section 4.1 which at the time and in light of the circumstances under which it was made contains a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon (A) any misrepresentation in the preliminary prospectus, the final prospectus, the registration statement or any amendment thereto based upon any information or statement which has been furnished to the Corporation by the Holder expressly for use therein pursuant to subsection 3.2(a) or Section 4.1, or (B) any failure to comply with applicable Securities Laws by the Holder; and (iii) the Holder’s failure to deliver to a purchaser of Designated Qualifiable Securities, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as (A) caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; (B) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
By Xxxxxx. The Holder agrees to indemnifyXxxxxx hereby represents, to warrants and covenants as follows:
(a) Xxxxxx is a corporation duly organized, validly existing and in good standing under the extent permitted by law, the Corporation and each Person who participates as an underwriter in the offering or sale laws of the Designated Qualifiable Securitiesstate of Delaware.
(b) The execution, their respective directors, officers, employees delivery and agents and each Person who controls such underwriter (within the meaning performance of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon: this Agreement by Xxxxxx (i) any information or statement contained in the preliminary prospectusare within its corporate powers, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” rules or any amendment thereto which has been furnished to the Corporation by the Holder expressly for use therein pursuant to subsection 3.2(a) or Section 4.1 which at the time and in light of the circumstances under which it was made contains a misrepresentation; (ii) any order made or inquiryhave been duly authorized by all necessary corporate action on Xxxxxx’x part, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon (A) any misrepresentation in the preliminary prospectus, the final prospectus, the registration statement or any amendment thereto based upon any information or statement which has been furnished to the Corporation by the Holder expressly for use therein pursuant to subsection 3.2(a) or Section 4.1, or (B) any failure to comply with applicable Securities Laws by the Holder; and (iii) the Holder’s failure to deliver to do not and shall not contravene or constitute a purchaser of Designated Qualifiable Securitiesdefault under, a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as (A) caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; (B) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Holder, which consent and are not and shall not be unreasonably withheld inconsistent with, any law or delayedregulation, any judgment, decree or order, or any contract, agreement or other undertaking applicable to Xxxxxx.
(c) Xxxxxx has the full right and authority to grant the rights and licenses granted by Xxxxxx to Intuitive herein.
(d) Xxxxxx has not granted any right, license, or interest in, to or under the Xxxxxx Cross-Licensed IP or Xxxxxx-Xxxx IP inconsistent with the rights and licenses granted to Intuitive in this Agreement.
(e) To the best of Xxxxxx’x knowledge as of the Effective Date, there are no actions, suits, investigations, claims or proceedings pending or threatened against Xxxxxx relating to the Xxxxxx Cross-Licensed IP or Xxxxxx-Xxxx IP, other than the Litigation and the Chapter 11 Case.
(f) Aside from the Development and Supply Agreement (which, among other things, amends and restates that certain Terms and Conditions of Sale and Service executed by Xxxxxx on September 27, 2006 and Xxxx on September 28, 2006) and the Xxxxxx-Xxxx License, there are no agreements between Xxxx and Xxxxxx as of the Effective Date with respect to FOSSL Technology (other than a non-disclosure agreement dated April 1, 2006) or that would restrict or prevent the granting of the licenses granted by Xxxx to Intuitive in Section 2.1 of the Intuitive-Xxxx License or the granting the corresponding license granted by Xxxx to Xxxxxx in Section 2.1 of the Xxxxxx-Xxxx License.
(g) Aside from the Development and Supply Agreement, there are no amendments or modifications to the Terms and Conditions of Sale and Service executed by Xxxxxx on September 27, 2006 and Xxxx on September 28, 2006).
(h) Xxxxxx agrees not to amend the Xxxxxx-Xxxx License or the Development and Supply Agreement in a way that would (i) terminate or rescind the licenses granted to Intuitive in Section 2.1 of the Intuitive-Xxxx License, or (ii) conflict with the provisions in Article 4 of the Intuitive-Xxxx License or Article 5 of the Xxxxxx-Xxxx License, or (iii) restrict or prohibit Xxxx from developing or manufacturing products for Intuitive under, or otherwise performing its obligations under, the Intuitive-Xxxx Agreement.
Appears in 1 contract
By Xxxxxx. The Holder agrees to indemnifyXxxxxx hereby represents, to warrants and covenants as follows:
(a) Xxxxxx is a corporation duly organized, validly existing and in good standing under the extent permitted by law, the Corporation and each Person who participates as an underwriter in the offering or sale laws of the Designated Qualifiable Securitiesstate of Delaware.
(b) The execution, their respective directors, officers, employees delivery and agents and each Person who controls such underwriter (within the meaning performance of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon: this Agreement by Xxxxxx (i) any information or statement contained in the preliminary prospectusare within its corporate powers, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” rules or any amendment thereto which has been furnished to the Corporation by the Holder expressly for use therein pursuant to subsection 3.2(a) or Section 4.1 which at the time and in light of the circumstances under which it was made contains a misrepresentation; (ii) any order made or inquiryhave been duly authorized by all necessary corporate action on Xxxxxx’x part, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon (A) any misrepresentation in the preliminary prospectus, the final prospectus, the registration statement or any amendment thereto based upon any information or statement which has been furnished to the Corporation by the Holder expressly for use therein pursuant to subsection 3.2(a) or Section 4.1, or (B) any failure to comply with applicable Securities Laws by the Holder; and (iii) do not and shall not contravene or constitute a default under any law or regulation, any judgment decree or order, or any contract, agreement or other undertaking applicable to Xxxxxx or the Holder’s failure Xxxxxx-Xxxx Agreement IP.
(c) Xxxxxx has the full right and authority to deliver grant (and/or confirm the grant of) the rights and licenses granted (and/or confirmed) by Xxxxxx under Section 2.2 to a purchaser Xxxx herein.
(d) To the best of Designated Qualifiable Securities, a copy Xxxxxx’x knowledge as of the prospectus Effective Date, except for the Litigation and the Chapter 11 Case, there are no actions, suits, investigations, claims or proceedings pending or threatened against Xxxxxx relating to the Xxxxxx-Xxxx Agreement IP or other Xxxxxx Licensed IP.
(e) Aside from the Development and Supply Agreement (which, among other things, amends and restates the Xxxxxx-Xxxx Agreement) and this Agreement, there are no agreements between Xxxx and Xxxxxx as of the Effective Date with respect to FOSSL Technology (other than the NDA) or that would restrict or prevent the granting of the licenses granted by Xxxx to Intuitive in Section 2.1 of the Intuitive-Xxxx License or the registration statement or any granting the corresponding license granted by Xxxx to Xxxxxx in Section 2.1 of this Agreement.
(f) Aside from the Development and Supply Agreement, there are no amendments or supplements thereto modifications to the Xxxxxx-Xxxx Agreement.
(g) Xxxxxx agrees not to amend the Cross License Agreement Between Intuitive and Xxxxxx of even date herewith in a way that would (i) terminate or rescind the licenses granted to otherwise comply Xxxx in Section 2.2(b) of this Agreement, or (ii) conflict with applicable Securities Laws, except the provisions in Article 5 of this Agreement or the case of any patent enforcement provisions of the foregoing insofar as Development and Supply Agreement, or (Aiii) caused by restrict or prohibit Xxxx from developing or manufacturing products for Intuitive under, or otherwise performing its obligations under, the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; (B) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld or delayedIntuitive-Xxxx Agreement.
Appears in 1 contract
By Xxxxxx. The Holder agrees to indemnify, to the extent permitted by law, the Corporation and each Person who participates as an underwriter in the offering or sale of the Designated Qualifiable Securities, their respective directors, officers, employees and agents and each Person who controls such underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained Xxxxxx reserves the right to terminate this Agreement in the preliminary prospectus, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” rules or any amendment thereto which has been furnished to the Corporation by the Holder expressly for use therein pursuant to subsection 3.2(a) or Section 4.1 which at the time and in light of the circumstances under which it was made contains a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon event there is: (A) any misrepresentation a significant and material negative change in the preliminary prospectus, the final prospectus, the registration statement or any amendment thereto employment relationship based upon any information or statement which has been furnished to the Corporation by the Holder expressly for use therein pursuant to subsection 3.2(a) or Section 4.1, or (B) any failure to comply with applicable Securities Laws by the Holder; and (iii) the Holder’s failure to deliver to a purchaser conduct of Designated Qualifiable Securities, a copy directors of the prospectus Company which conduct would be considered actionable in either a criminal, administrative or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws, except in the case of any of the foregoing insofar as (A) caused by the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Lawscivil forum; (B) any amounts paid material breach by Company of this Agreement; (C) a significant and material negative change in settlement Xxxxxx'x authority, duties or responsibilities as the Chief Executive Officer and Administrator of the Company or any claim have been paid if such settlement is effected other action by Company that results in substantial diminution in Xxxxxx'x authority, duties or responsibilities (including, without limitation, having any other executive employee of the Company report directly to Company’s Board of Directors rather than Xxxxxx); (D) a requirement that Xxxxxx relocate his place of employment more than thirty miles; (E) a significant and material reduction in compensation; or (F) the cessation of the Company’s operations. Xxxxxx may terminate this Agreement on any of these grounds by giving at least thirty (30) days' prior written consent notice of termination to Company, without prejudice to any other remedy to which Xxxxxx may be entitled either at law, in equity, or under this Agreement. The notice of termination required by this Section 5(b)(i) shall specify the grounds for the termination, shall be supported by a statement of relevant facts, and shall be provided to Company within ninety (90) days of the Holderinitial existence of such grounds. Upon receipt of such notice from Xxxxxx, which consent Company shall not have the right to remedy the grounds during the notice period. If Company fails to remedy the grounds during the notice period, then this Agreement shall terminate at the end of the notice period, and Xxxxxx shall be unreasonably withheld entitled to the Severance Benefit defined in this Agreement.
(ii) During the Term of this Agreement, Xxxxxx reserves the right to terminate this Agreement in the event that the remaining Term of this Agreement, together with any extensions hereto by written agreement of the parties, drops to eighteen (18) months or delayedless. Xxxxxx shall thereafter be entitled to the Severance Benefit defined in this Agreement.
Appears in 1 contract
Samples: Chief Executive Officer Employment Agreement (Sibannac, Inc.)
By Xxxxxx. The Holder agrees to indemnifyXxxxxx hereby represents, to warrants and covenants as follows:
(a) Xxxxxx is a corporation duly organized, validly existing and in good standing under the extent permitted by law, the Corporation and each Person who participates as an underwriter in the offering or sale laws of the Designated Qualifiable Securitiesstate of Delaware.
(b) The execution, their respective directors, officers, employees delivery and agents and each Person who controls such underwriter (within the meaning performance of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon: this Agreement by Xxxxxx (i) any information or statement contained in the preliminary prospectusare within its corporate powers, final prospectus, registration statement, any filing made in connection with the Qualification under the securities or other “blue sky” rules or any amendment thereto which has been furnished to the Corporation by the Holder expressly for use therein pursuant to subsection 3.2(a) or Section 4.1 which at the time and in light of the circumstances under which it was made contains a misrepresentation; (ii) any order made or inquiryhave been duly authorized by all necessary corporate action on Xxxxxx’x part, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon (A) any misrepresentation in the preliminary prospectus, the final prospectus, the registration statement or any amendment thereto based upon any information or statement which has been furnished to the Corporation by the Holder expressly for use therein pursuant to subsection 3.2(a) or Section 4.1, or (B) any failure to comply with applicable Securities Laws by the Holder; and (iii) do not and shall not contravene or constitute a default under any law or regulation, any judgment decree or order, or any contract, agreement or other undertaking applicable to Xxxxxx or the Holder’s failure Xxxxxx-Xxxx Agreement IP.
(c) Xxxxxx has the full right and authority to deliver grant (and/or confirm the grant of) the rights and licenses granted (and/or confirmed) by Xxxxxx under Section 2.2 to a purchaser Xxxx herein.
(d) To the best of Designated Qualifiable Securities, a copy Xxxxxx’x knowledge as of the prospectus Effective Date, except for the Litigation and the Chapter 11 Case, there are no actions, suits, investigations, claims or proceedings pending or threatened against Xxxxxx relating to the Xxxxxx-Xxxx Agreement IP or other Xxxxxx Licensed IP.
(e) Aside from the Development and Supply Agreement (which, among other things, amends and restates the Xxxxxx-Xxxx Agreement) and this Agreement, there are no agreements between Xxxx and Xxxxxx as of the Effective Date with respect to FOSSL Technology (other CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. than the NDA) or that would restrict or prevent the granting of the licenses granted by Xxxx to Intuitive in Section 2.1 of the Intuitive-Xxxx License or the registration statement or any granting the corresponding license granted by Xxxx to Xxxxxx in Section 2.1 of this Agreement.
(f) Aside from the Development and Supply Agreement, there are no amendments or supplements thereto modifications to the Xxxxxx-Xxxx Agreement.
(g) Xxxxxx agrees not to amend the Cross License Agreement Between Intuitive and Xxxxxx of even date herewith in a way that would (i) terminate or rescind the licenses granted to otherwise comply Xxxx in Section 2.2(b) of this Agreement, or (ii) conflict with applicable Securities Laws, except the provisions in Article 5 of this Agreement or the case of any patent enforcement provisions of the foregoing insofar as Development and Supply Agreement, or (Aiii) caused by restrict or prohibit Xxxx from developing or manufacturing products for Intuitive under, or otherwise performing its obligations under, the Corporation or any underwriter’s failure to deliver to a purchaser of Designated Qualifiable Securities a copy of the prospectus or the registration statement or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; (B) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld or delayedIntuitive-Xxxx Agreement.
Appears in 1 contract
