Common use of Duties of Company Clause in Contracts

Duties of Company. In recognition of the responsibilities set forth in the preceding paragraph 4, the Company agrees: a. Within seven days of the date of execution of this Agreement, to deliver to Synergy Business Consultants LLC a complete due diligence package on the Company including all the Company's filings with the Securities and Exchange Commission, if any, all press releases written about the Company and all other relevant materials with respect to such filings, including but not limited to corporate reports, brochures, and the like, the Company’s business plan, all financial statements, audited and/or otherwise, and/or a Proforma, a list of the names and addresses of all the Company's shareholders known to the Company and a list of the brokers and market makers in the Company's securities and which have been following the Company. b. To supply Synergy Business Consultants LLC on a regular and timely basis with all approved data and information about the Company, its management, its products and its operations. The Company shall be responsible for advising Synergy Business Consultants LLC of any facts which would affect the accuracy of any prior data and information supplied to Synergy Business Consultants LLC. The Company shall supply Synergy Business Consultants LLC with a list of new shareholders (including names and addresses) of the Company’s stock within 10 business days from execution of this agreement. c. To promptly supply Synergy Business Consultants LLC with full and complete files of all shareholder reports and communications (whether or not prepared with Synergy Business Consultants LLC’s assistance), with all data and information supplied to any analyst, broker-dealer, market maker, or other member of the financial community and with all product/services brochures, sales materials, etc. d. To promptly notify Synergy Business Consultants LLC of the filing of any registration statement for the sale of securities and of any other event which triggers any restrictions on publicity. e. To notify Synergy Business Consultants LLC if any information or data supplied to them that has not been generally released or promulgated.

Duties of Company. In recognition (a) Company will use its best efforts to vigorously market, promote, sell and distribute Products and Services in the Territory. Company will devote such management, attention, manpower, time and effort as may be reasonably necessary to fully develop the market for the Products and Services. (b) Company will conduct business in its own name and pay and bear any and all expenses, charges or fees imposed on or incurred by it in performing its obligations hereunder. Verisity shall not be obligated in any manner whatsoever for expenses incurred by Company. [*]- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (c) Company will maintain appropriate demonstration equipment and an adequate facility capable of handling technical support and customer demonstrations and provide technical assistance to End-Users in the installation and use of the responsibilities set forth in Products. (d) During the preceding paragraph 4, the Company agrees: a. Within seven days of the date of execution term of this Agreement, Company will refrain from representing, promoting or selling products or services which compete with the Products or Services. Company hereby represents and warrants that its rights and obligations under this Agreement do not, and during the term of this Agreement will not, breach or otherwise conflict with any other agreement to which it is a party or by which it is bound. (e) Company agrees to deliver to Synergy Business Consultants LLC a complete due diligence package Verisity quarterly reports on the status of, and activities related to, its acts under this Agreement. Such quarterly reports shall include information relating to the status of current sales efforts and the prospects for future sales and any other reasonable information specified by Verisity. (f) Company including all will give Verisity timely notice of any legislation, rule, regulation and/or governmental order that is in effect or that may come into effect in the Company's filings with Territory that materially affects the Securities and Exchange Commissiondistribution, if any, all press releases written about sale or license of the Products or Services or the proprietary rights of Verisity. (g) Company and all other relevant materials agrees not to make any representations or give any warranties or guarantees to any person with respect to such filingsthe Products or Services, including but not limited other than those representations, warranties or guarantees that Verisity has specifically authorized in writing to corporate reports, brochures, and the like, the Company’s business plan, all financial statements, audited and/or otherwise, and/or a Proforma, a list of the names and addresses of all the Companybe given to that person or as set forth in Verisity's shareholders known to the Company and a list of the brokers and market makers in the Company's securities and which have been following the Company. b. To supply Synergy Business Consultants LLC on a regular and timely basis with all approved data and information about the Company, its management, its products and its operations. The Company shall be responsible for advising Synergy Business Consultants LLC of any facts which would affect the accuracy of any prior data and information supplied to Synergy Business Consultants LLC. The Company shall supply Synergy Business Consultants LLC with a list of new shareholders (including names and addresses) of the Company’s stock within 10 business days from execution of this standard software license agreement. c. To promptly supply Synergy Business Consultants LLC with full and complete files (h) Company shall avoid any deceptive, misleading, illegal or unethical practices that may be detrimental to Verisity or the Products or Services or the reputation or good will of all shareholder reports and communications (whether any of them, including, without limitation, advertising, communicating or not prepared with Synergy Business Consultants LLC’s assistance), with all data and information supplied to otherwise representing any analyst, broker-dealer, market maker, Product or other member of the financial community and with all product/services brochures, sales materials, etcits characteristics or capabilities or any Service in a manner that is false or misleading. d. To promptly notify Synergy Business Consultants LLC (i) Company shall facilitate the execution of the filing of any registration statement for the sale of securities and of any other event which triggers any restrictions on publicitya Software License Agreement by each End-User that purchases Products hereunder. e. To notify Synergy Business Consultants LLC if any information or data supplied to them that has not been generally released or promulgated.