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) JPMorgan for inclusion in the Prospectus under the heading "Description of the Class A Notes--The Interest Rate Swaps--Standby Swap Provider" and "Description of the Class A Notes--The Currency Swap--JPMorgan Chase Bank"; and provided, further, that with respect to any untrue st...
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. XXXXX Xxxx and Xx. XXXXX Longgen shall have entered into the Non-Competition Agreement in the form attached hereto as Exhibit I.
Each of Xx. Xxxxxx and Xx. Xxxx releases, discharges and gives up any and all claims and rights that it has against Purchaser, its affiliates, directors, officers, employees, agents and representatives from any cause whatsoever relating to any action, inaction, agreement, purported agreement, understandings, statements or conditions occurring or against any Seller, other than accrued but unpaid compensation and benefits, in each case or existing prior to the date of this Agreement.
Each of Xx. Xxxxx Xxx and Xx. Xxxxx Xxx shall have entered into a Non-Competition Agreement with Purchaser, substantially in the form of Exhibit B-3 hereto (the “Majority Seller Non-Competition Agreements”). Each Seller Affiliate that exists as of Closing shall have entered into a Non-Competition Agreement with Purchaser, substantially in the form of Exhibit B-4 hereto (the “Seller Affiliate Non-Competition Agreements”).
Each of Xx. Xxxxx and Xx. Xxxxxxx acknowledge and agree that BGCP and its Affiliates shall have the right to offset and deduct from any DE Bonus Award Amounts (as defined in his respective Non-Competition and DE Bonus Award Agreement) any amounts to be paid by him under Paragraphs 2(b), 4(a) or (b) of this letter agreement.
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.
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. Xxx Xxxxxxx and Xx. Xx Zengxiang joint and severally undertakes to SAIF that he will use his best endeavors to procure any shareholders of Dongguan Huarong and Beijing Huakai who has or will become the shareholders of Dongguan Huarong BVI and Beijing Huakai BVI to be in compliance with this Agreement.
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.
