Covenants by the Parties. 1. The Employee's Employment Agreement, dated January 30, 1998, and Change in Control Employment Agreement, dated July 1, 1993, will terminate as of the Effective Date. Except as specifically provided elsewhere in this Agreement, no further payments or other form of remuneration under the Employment Agreement and Change in Control Employment Agreement are due after the Effective Date. 2. The Employer agrees to pay the Employee a lump sum amount by October 31, 1999 equal to the Employee's monthly salary (times four) less any amount required by law to be withheld for income or employment taxes. 3. The Board of Directors and the Nominating, Compensation and Governance Committee, by approving this Agreement, hereby grant the Employee the right to exercise those Stock Options that are exercisable as of the Effective Date, for the lesser of three months or the balance of such Stock Option's term. The Employer further agrees that the exercise date for the 15,070 unexercisable options granted August 5, 1998 be accelerated to the Effective Date and the accelerated options will be cashed out pursuant to Section 5(k) of the Brigxx & Straxxxx Xxxporation Stock Incentive Plan. Other than as provided above, no further payments or other form of remuneration under the Brigxx Xxxck Incentive Plan are due after the Effective Date. 4. By August 20, 2000 and pursuant to the terms of Brigxx & Stratton's Economic Value Added Incentive Compensation Plan ("EVA Plan"), the Employee will receive a prorata share of the employee's EVA bonus earned for his two months of employment in fiscal 2000 and the entire balance of the Bonus Bank, less any amount required by law to be withheld for income or employment taxes, in complete payment of all monies earned under the EVA Plan. The Employee agrees that the Employee's participation in the EVA Plan will terminate as of the Effective Date and no further form of remuneration or payments beyond the covenants or obligations of this Termination Agreement are due employee. 5. Employee and Employer agree that as of the Effective Date, employee will terminate his employment with a Deferred Vested Pension under the Supplemental Retirement Plan (the "Supplemental Plan"). Any accrued benefit in the Brigxx & Straxxxx Xxxporation Retirement Plan (Qualified Plan) shall be transferred to MTI's qualified retirement plan after such plan is established. Employee shall be entitled to the pension benefit under MTI's retirement plan in accordance with the plan'...

Covenants by the Parties. Article 1. XXX covenants that it has all the necessary powers under the laws of Mongolia to enter into this Contract on behalf of the Government of Mongolia. Article 2. Storm Cat covenants that it has agreed to conduct an Exploration Program within the Contract Area and shall exercise all reasonable skill and care in the performance of the Services under this Contract. Article 3. Storm Cat covenants that it is a limited liability company under the laws of the Province of British Columbia, Canada, with its Name & Registered Office as follows: Article 4. Storm Cat covenants that its status is active. Article 5. Storm Cat covenants that its legal details are as follows: Article 6. Storm Cat covenants that, in order to fulfil this Contract and all other petroleum operations under the Nemegt-VI and Borzon-VII PSC (Noyon Project), it has already established and registered a branch in Mongolia bearing the legal name of Storm Cat Energy Mongolia (hereinafter referred to as “SCEM”). Article 7. Storm Cat covenants that SCEM has been registered with the Foreign Investment and Foreign Trade Agency of Mongolia (FIFTA) in the legal form of a 100% foreign owned branch under the Foreign Investment Law of Mongolia. Article 8. Storm Cat covenants that SCEM shall assume all the rights, duties and obligations of this Contract.

Covenants by the Parties. 1.1 The Contractor will supply the University with suitable Temporary Personnel whose antecedents have been duly verified and found suitable by the Contractor to carry out work, for the University of such nature, as the University will notify to the Contractor when placing its order for Temporary Personnel on daily wage basis. The Contractor while supplying such Temporary Personnel shall furnish and “Undertaking” to the effect that the antecedents of such temporary Personnel has been duly verified and found suitable by him/her. 1.2 The Contractor will provide to the University the Bio-data with photograph of the Temporary Personnel at the time of deployment to the University, and also submit a Character Certificate form Class- I Gazetted Officer or First Class Magistrate in respect of each such Temporary Personnel. 1.3 The Contractor will pay each Temporary Personnel the minimum wages as notified from time to time and subsequently submit the xxxx for the amount so disbursed for reimbursement by the University to which the Contractor is entitled by the reason of rendering services to the University. 1.4 The Contractor shall abide by the laws of the land including various Labour Laws, the Companies Act, 1956, Tax deduction liabilities, Welfare and Safety measure of the Temporary Personnel including Registrations the Provident Fund Offices. Employees State Insurance Corporation, Sales Tax, Municipal registrations, etc. that enjoin in such cases and are not essentially enumerated and defined herein, though any such onus shall be the exclusive responsibility of the Contractor, and it shall not involve the University in any way what-so-ever. The University will reimburse the statutory EPS/ESI authorities as employer’s contributions, on receipt of proof of deposit in respect of EPF/ESI. The Challan to be submitted should exclusively pertain to the Temporary Personnel provided to the University only. 1.5 The Contractor will deposit Rs.20,000/- (Rupees Twenty Thousand Only) as Security Deposit and no interest will be paid for the Security Deposit. The Security Deposit will be paid through a Demand Draft in favour of Xxxxxx Xxxxxx National Open University drawn on a Nationalized Bank payable at _ Siliguri . This Security Deposit shall be refundable within 30 days from the date of Final Settlement of Accounts between the parties when the term of this Agreement or the Renewal Agreement (if any) comes to an end. 1.6 The contractor will comply with all the Central, Stat...

Covenants by the Parties. 7.1 The Parties hereto agree that each of them shall observe and/or perform the following covenants and conditions until the termination of the agreement. (a) The Board shall co-opt as a director of the Company the Purchaser nominee; (b) The Company shall form a management committee nominated by the Purchaser in consultation with Mr. RJ and such management committee shall be incharge of day to day management of the Company. (c) The Vendors and the Existing Directors shall at the cost of the Company provide and request the Company's auditors and cause the employees to provide support and assistance upto 31st March, 2001 to the Company or as may be reasonably requested by the Purchaser for the management of the Company and conduct of affairs of the Company including for the development of the business. (d) The Purchaser shall not do any act of commission or omission in respect to the business of the Company which in the opinion of Mr. X X will adversely affect any traffic or value of any of the websites, namely Xxxxxxxx.xxx , Xxxx.xxx and Xxxx.xxx. (e) The Vendors and the Existing Directors shall exercise all rights as shareholders and directors consistent with the provisions of this Agreement and shall not do any act of commission or omission which will in any manner adversely affect the implementation of this Agreement and vesting of the rights in the Purchaser. (f) Each of the Vendors and the Existing Directors hereby undertakes to renew and/or replace from time to time any transfer deed the validity of which shall have expired and shall execute a power of attorney in favour of the Escrow Agent to renew and/or replace the transfer deeds required to be renewed or replaced as aforesaid. (g) The Purchaser through the Management Committee appointed for the purpose as mentioned in Clause (b) above, shall be free to undertake the business of the Company in the manner the Purchaser considers advantageous and beneficial to the Company and for achieving growth and development of the business. However, the Purchaser shall not, without the written consent of Mr. X.X make any commitment involving any financial outlay exceeding Rs. 50 lakhs and further that in the event of Mr. X.X being of the opinion that such commitment is not necessary to be incurred in the interest of the Company's business and the Purchaser is not agreeable with that view, the Purchaser may nevertheless incur such expenditure subject to the conditions that in the event of the Completion not takin...

Covenants by the Parties. Each Party covenants with each of the other Parties as follows: (a) to do, to the extent of its Participating Interest, all things on its part necessary to ensure that: (1) the Work Obligation is diligently observed and performed; (2) the Permit is kept in good standing and the Joint Property in a safe and operable condition; (3) the Permit and all other titles necessary for the Joint Operations hereunder are duly renewed or extended unless the Parties shall unanimously agree otherwise; (b) to be just and faithful to each other Party in all things relating to this Agreement; and (c) not to engage (either alone or in association with others) in any activity in relation to the Area or the Joint Property except as authorised by this Agreement. (d) that it has full right power and authority to enter into this Agreement and to engage in Joint Operations (e) that it has obtained all requisite consents and approvals to enter into this Agreement (f) to attend diligently to the conduct of all Joint Operations in which the Party is involved (g) to pay punctually its separate debts and to indemnify the other Parties and the Joint Property against the same and all expenses on account thereof. (h) to account promptly for all moneys, cheques and negotiable instruments received by it for (i) and on behalf of the other Parties; (i) to afford, when called upon to do so, all reasonable assistance in the conduct of Joint Operations for the mutual advantage of all Parties 106 (j) to observe and perform its obligations, express and implied, under this Agreement the Licence and the Act; and

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Modification by the Parties The Parties may by mutual agreement amend the Appendices to this Agreement, by a written instrument duly executed by all three of the Parties. Such an amendment shall become effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations.
Covenants of the Parties The parties hereto agree that:
TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.
Covenants and Agreements of the Parties The Parties covenant and agree as follows:
Indemnification by the Parent (a) From and after the Closing and subject to this ARTICLE X, the Parent shall indemnify, defend and hold harmless the Acquiror, its Affiliates (including the Companies and the Transferred Subsidiaries) and its and their respective Representatives (collectively, the “Acquiror Indemnified Parties”) from and against, and reimburse any Acquiror Indemnified Party for, all Losses that such Acquiror Indemnified Party may at any time suffer or incur as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty made by the Parent in this Agreement or the certificates required to be delivered pursuant to Section 8.03(a) (other than any representation or warranty made in Section 3.20 which, for the avoidance of doubt shall be governed by ARTICLE VII) after giving effect, if applicable, to the Representation and Warranty Date Limitation; (ii) any breach or failure by the Parent or any of its Affiliates to perform any of their respective covenants, obligations or agreements contained in this Agreement; (iii) costs or expenses (including any termination fees, “kill fees” or other penalties) incurred by any of the Companies or the Transferred Subsidiaries in connection with the matter described in Section 10.02(a)(iii) of the Seller Disclosure Letter, but only up to an amount equal to 50% of such costs and expenses; and (iv) the matters identified in Section 10.02(a)(iv) of the Seller Disclosure Letter. (b) Notwithstanding anything to the contrary contained herein, the Parent shall not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to Section 10.02(a)(i) (other than Losses arising out of the inaccuracy or breach of any Parent Fundamental Representations and the representations and warranties in Section 3.20) (such Losses pursuant to Section 10.02(a)(i), other than Losses arising out of the inaccuracy or breach of any Parent Fundamental Representations and the representations and warranties in Section 3.20, being referred to as the “Capped Losses”): (i) with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) involves Losses in excess of ¥5,000,000 (nor shall any such claim or series of related claims that do not meet the ¥5,000,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Acquiror Indemnified Parties’ Losses for which the Parent has responsibility under clause (ii) of this Section 10.02(b) below); and (ii) until the aggregate amount of the Capped Losses for which the Acquiror Indemnified Parties are entitled to indemnification exceeds ¥4,100,000,000, after which the Parent shall be obligated to indemnify and reimburse the Acquiror Indemnified Parties for the aggregate amount of all Capped Losses for which the Acquiror Indemnified Parties are entitled to indemnification under Section 10.02(a)(i) that are in excess of ¥4,100,000,000; but only if such Losses arise with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) that involves Losses in excess of ¥5,000,000. Notwithstanding anything to the contrary herein, in no event shall the Parent be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, with respect to Capped Losses, any amount in excess of ¥102,000,000,000; provided, that for purposes of determining whether the amount of Losses has exceeded ¥102,000,000,000, such Losses shall be diminished by any reduction in indemnification occurring by reason of clauses (i) or (ii) of Section 10.07.
Certain Covenants of the Parties Seller and Company, on the one hand, and Buyer, on the other hand, hereby covenant to and agree with one another as follows:
Indemnification by the Shareholders In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.
Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.
Indemnification by the Sellers Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.
Indemnification by the Partnership The Partnership agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, selling agents, partners and members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

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