M E N T. For valuable consideration, the parties agree to the following covenants and agreements set forth in this Agreement and in the Contribution Agreement:
M E N T. The parties agree that the partnership agreement of the Partnership shall be amended and restated in its entirety as follows:
M E N T. The Buyer must, without demand from the Supplier, pay the price on or before the Due Date. The price will be paid without discount or allowance by cheque or EFT, payable to the Supplier using the account or payment details advised by the Supplier. The Buyer will not be entitled to withhold payment or make any deduction from the price in respect of any alleged set off, counterclaim or dispute. This clause does not affect the obligation of the Buyer to pay the entire price prior to a Due Date where required under any other provision. By setting the Due Date on a particular Tax Invoice:
a) the Supplier does not represent that the Due Date will be the same number of days from the date of the Tax Invoice in future Tax Invoices; and
b) the Supplier does not limit its right to vary the number of days between the date of a Tax Invoice and the Due Date from one Tax Invoice to another. Subject to any statutory rights the Buyer may have as a consumer, and any other clause to the contrary, all payments accepted by the Supplier are non-refundable. Any payments tendered by the Buyer to the Supplier shall be applied in the following order:
a) as reimbursement for any collection or delivery costs;
b) in payment of any interest charged;
c) in payment of any storage fees charged;
d) in satisfaction of any other amounts paid under this Agreement, including under any indemnity; and
e) in satisfaction or part satisfaction of the oldest outstanding portion of the Buyer’s account. If there is any underpayment of the price by way of any mistake or omission on the part of the Supplier, the difference between the price agreed in the contract and the price paid by the Buyer is a debt due from the Buyer to the Supplier. If the Buyer fails to pay the price and other amounts (and without prejudice to any other rights of the Supplier under this Agreement) the Buyer must pay to the Supplier interest on all unpaid amounts from the date when due until payment at the rate of 2% above the maximum overdraft rate charged by the Supplier’s bankers from time to time being in force. Time is of the essence in respect of the Buyer’s obligation to make payment for goods or Services provided by the Supplier to the Buyer.
M E N T. It is agreed as follows:
1. The Company will pay on behalf of the Indemnitee, and his executors, administrators or assigns, any amount which he is or becomes legally obligated to pay because of any claim or claims made against him because of any act or omission or neglect or breach of duty which he commits or suffers while acting in his capacity as a director or officer of the Company. The payments which the Company will be obligated to make hereunder shall include, INTER ALIA, damages, judgments, settlements, costs of investigation and costs of defense of legal, criminal or equitable actions, claims or proceedings and appeals therefrom, including attorneys' fees of Indemnitee, costs of attachment or similar bonds, costs of establishing a right to indemnification under this Agreement, and fines, penalties or other obligations or fees imposed by law.
2. If a claim under this Agreement is not paid by the Company within 60 days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and if successful, in whole or in part, the claimant also shall be entitled to receive from the Company claimant's reasonable attorneys' fees and other expenses of prosecuting such claim.
3. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers reasonably required and shall do everything that may be necessary or appropriate to secure such rights, including the execution of such documents necessary or appropriate to enable the Company effectively to bring suit to enforce such rights.
4. Notwithstanding anything contained herein to the contrary:
(a) The Company shall not be liable to Indemnitee for, nor obligated to furnish advances in connection with, any loss, cost or expense of Indemnitee resulting from his willful or negligent violation of Section 16(b) of the Securities Exchange Act of 1934 or the Foreign Corrupt Practices Act of 1977.
(b) The Company shall not be liable to the Indemnitee for, and shall not be obligated to furnish any advances except for repayable costs, charges and expenses as stated below, in connection with, any loss, cost or expense of Indemnitee as the direct result of a final judgment for money damages payable to the Company or any affiliate for or on account of loss, cost or expense directly or indirectly resul...
M E N T. Now Therefore, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:
