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. 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

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. 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.

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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.
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.
Indemnification by the Parent The Parent agrees to indemnify and hold harmless Purchaser and each other holder of Registrable Securities, and each of their respective officers, employees, Affiliates (including Lxxxxx Lxxxxxxxx Capital Partners, Inc.), directors, partners, members, attorneys and agents, and each Person, if any, who controls any of the foregoing and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Indemnitee”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to the Parent and relating to action or inaction required of the Parent in connection with any such registration; and the Parent shall promptly, but in no event more than five (5) Business Days after request for payment, pay directly or reimburse each Indemnitee for any legal and any other expenses reasonably incurred by such Indemnitee in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Parent, in writing, by such selling holder and stated to be specifically for use therein. The Parent shall not refuse to enter into an underwriting agreement with any Underwriter of the Registrable Securities on the basis that the indemnity provisions therein are unacceptable as long as the terms of such indemnity provisions are, on the whole, reasonably typical for the type of underwriting contemplated.
Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.
Indemnification by the Shareholders The Shareholders severally (and not jointly) shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (a) any Breach by the Shareholders of any representation or warranty of the Shareholders contained in this Agreement or any other Transactional Agreement; (b) any Breach of any covenant of the Shareholders contained in this Agreement or any other Transactional Agreement; and (c) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clauses "(a)" or "(b)" above (including any Proceeding commenced by any Purchaser Indemnitee for the purpose of enforcing any of its rights under this Section 6). The Purchaser Indemnitees shall not be entitled to indemnification pursuant to the provisions of this Section 6.2 until the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties pursuant to this Section 6.2 (and excluding any Damages arising pursuant to Section 6.3 below)) exceeds $100,000 (the "Basket Amount") (it being understood and agreed that the Basket Amount is intended as a deductible, and the Shareholders will not be liable for the first $100,000 of Damages for which the Purchaser Indemnitees are entitled to indemnification). Notwithstanding the foregoing, no Basket Amount shall apply to (a) claims based on fraud or any claim in the nature of fraud or (b) claims arising pursuant to Section 6.3 below. Subject to Sections 6.3 and 7.14 below, all of the indemnification obligations of either of the Shareholders shall be satisfied exclusively by deduction from the Escrow Shares; provided, that, each Shareholder may elect, at its sole option, to satisfy such indemnification obligation in cash (the "Shareholder Cap"). Notwithstanding the foregoing, any Breach of any covenant (or any Proceeding relating directly or indirectly to any such failure or Breach) of the Shareholders contained in Sections 1.1, 1.2(b), 1.2(c), 1.4, 1.6, 4.1, 4.2(b), 6.1(e), 6.3, 6.4, 6.5, 6.6, 7.7, 7.8, 7.10 or 7.12 of this Agreement shall be satisfied exclusively by the payment in cash of the amount thereof. Notwithstanding the foregoing, no limitation shall apply to (a) claims based on fraud or any claim in the nature of fraud or (b) claims arising pursuant to Section 6.3 below. For purposes of the indemnity obligations under Section 6, the value per share of Purchaser Series 1 Stock shall be deemed to be the Series 1 Value on the date of a written settlement agreement executed on behalf of the indemnifying party or parties or on the date of receipt of a final, non-appealable judgment issued by a court of competent jurisdiction; any indemnification obligation that may be satisfied by the surrender of Escrow Shares shall be satisfied by transfer of that number of Escrow Shares with a value (based on such Series 1 Value) equal to the amount of the indemnification obligation.
Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.
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.
ACKNOWLEDGMENTS BY THE EXECUTIVE The Executive acknowledges that (a) prior to and during the Employment Period and as a part of his employment, the Executive has been and will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Executive possesses substantial technical expertise and skill with respect to the Employer’s business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (d) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.
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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