Each of Xx. Xxxxxx and the Trust Manager, jointly and severally, agrees to indemnify and hold harmless each Underwriter and the Issuer Trustee, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or the Issuer Trustee may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement 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 or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Prospectus, or any amendment or supplement thereto, or any related preliminary 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, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter or the Issuer Trustee in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither Xx.Xxxxxx nor the Trust Manager will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to Xx.Xxxxxx or the Trust Manager by (i) any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below or (ii) the Currency Swap Provider for inclusion in the Prospectus under the heading "Description of the Class A Notes--The Currency Swap--AIG Financial Products Corp. and American International Group, Inc."; and provided, further, that with respect to any untrue statement or alleged un...
Each of Xx. Xxxxx and SNMI represents and warrants that Xx. Xxxxx is the sole owner of 100% of the shares of SNMI, and that no other party has any rights to any shares or other ownership interest in SNMI, and that Xx. Xxxxx has complete and sole authority to transfer the shares of SNMI, and that such shares shall be fully paid and nonassessable. Each of Xx. Xxxxx and SNMI represents, warrants, and covenants that no other party will be granted any shares or other ownership interest or claim (including without limitation any liens) to any shares or ownership interest in SNMI, and that Xx. Xxxxx, at all times while this Agreement is in force, will have complete and sole authority to transfer the shares, and that Xx. Xxxxx and SNMI will execute all instruments necessary to accomplish such transfer as set forth in this Agreement. SNMI and Xx. Xxxxx agree that all shares of SNMI will have a legend placed thereon specifically referring to this Agreement and MSI’s rights hereunder, and that, if any other party does acquire any interest in the shares of SNMI, that such interest shall be subject to MSI’s rights under this Agreement. The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 406 under the Securities Act of 1933, and Rule 24b-2, under the Securities Exchange Act of 1934, Redacted portions of this exhibit are marked by an [***].
Each of Xx. Xx and Luckygold has validly and irrevocably submitted to the jurisdiction of any New York State or Federal court sitting in The City of New York, has validly and irrevocably waived any objection to the venue of a proceeding in any such court, and has validly and irrevocably appointed CT Corporation System as his or its authorized agent for service of process, in each case, to the extent set forth in Section 15.
Each of Xx. Xxxxxx and the Company releases, remises, acquits and discharges the other party and their predecessors and affiliates, and their divisions, officers, directors, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns, jointly and severally, from any and all claims, known or unknown, which releasing party, their heirs, successors or assigns have or may have against any of such parties and any and all liability that any of such parties may have to the released party whether denominated claims, demands, causes of action, obligations, damages or liabilities arising from any and all bases, however denominated, including but not limited to claims of discrimination under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, 42 U.S.C. ss. 1981, the Texas Commission on Human Rights Act, or any other U.S. federal, state or local law or any other law, rule or regulation or workers' compensation or disability claims under any such laws. This release relates to claims arising from and during Xx. Xxxxxx'x relationship with MSS and its predecessors and affiliates or as a result of the termination of such relationship. This release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, compensatory damages or punitive damages. Each party further agrees that they will not file or permit to be filed on their behalf any such claim. This release shall not apply to (i) the obligations set forth in this Agreement or those under the Confidentiality Agreement (as defined hereafter), or (ii) any other claims based on acts or omissions of any released party first occurring after the date on which he signs this Agreement.
Each of Xx. Xxxxxx and DIRECTV acknowledge that Xx. Xxxxxx’x obligations under this Agreement are solely in his capacity as a stockholder of DIRECTV, and not as an officer or director, of DIRECTV or any other Person. Nothing contained herein shall (i) restrict, limit or prohibit (or be construed or deemed to restrict, limit, or prohibit) Xx. Xxxxxx, solely in his capacity as a director or officer of DIRECTV, or any other Person, from exercising and acting in accordance with his fiduciary duties as a director or officer; (ii) require Xx. Xxxxxx to act in a manner that would violate his fiduciary duties as a director or officer of DIRECTV or any other Person; or (iii) require Xx. Xxxxxx, solely in his capacity as an officer of DIRECTV or any other Person, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of the board of directors of DIRECTV or such other Person, as applicable, undertaken in the exercise of its or their respective fiduciary duties. Each of Xx. Xxxxxx and DIRECTV acknowledge that his resignation as a director of DIRECTV effective upon the Closing is not inconsistent with his fiduciary duty as a director of DIRECTV.
Each of Xx. Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxx, and Xxxxx Xxxxxx shall have entered into Employment Agreements with Landmark International, Inc. upon terms and conditions acceptable to the parties in their sole and absolute discretion.
Each of Xx. Xxxxx, Xx.
Each of Xx. Xxxx, 3R and the Seller agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all information relating to trade secrets, processes, patent applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Purchased Assets, (ii) in the event that Xx. Xxxx, 3R or the Seller or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide the Purchaser with prompt written notice of such requirement so that the Purchaser may seek a protective order or other remedy or waive compliance with this Section 5.03, (iii) in the event that such protective order or other remedy is not obtained, or the Purchaser waives compliance with this Section 5.03, furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information, and (iv) promptly furnish (prior to, at, or as soon as practicable following, the Closing) to the Purchaser any and all copies (in whatever form or medium) of all such confidential information then in the possession of Xx. Xxxx, 3R or the Seller or any of its agents, representatives, Affiliates, employees, officers and directors and, except as otherwise required by Section 5.02(b), destroy any and all additional copies then in the possession of Xx. Xxxx, 3R or the Seller or any of its agents, representatives, Affiliates, employees, officers and directors of such information and of any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof; provided, however, that this sentence shall not apply to (i) any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement by Xx. Xxxx, 3R, the Seller, or their agents, representatives, Affiliates, employees, officers or directors or (ii), with respect to the Seller, such information that is allowed to be disclosed pursuant to Section 5 of the Intellectual Property License...
Each of Xx. Xxxxx and SS represents and warrants that Xx. Xxxxx is the sole owner of 100% of the membership interests of SS, and that no other party has any rights to any shares or other ownership interest in SS, and that Xx. Xxxxx has complete and sole authority to transfer the membership interests of SS, and that such shares shall be fully paid and nonassessable.
Each of Xx. Xxxxxx X. King and --------------------- the Company shall have executed and delivered an Employment Agreement substantially in the form of Exhibit C-1 attached hereto and such Employment ----------- Agreement shall be in full force and effect.
