PARAGON. SOFTWARE (HOLDINGS) LIMITED whose registered office is at Xx-Xxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX00 0XX ("the Company"); and
PARAGON. SHIPPING INC. a corporation incorporated in the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000 as Borrower;
PARAGON. As between the parties title to the Products and any and all other products, trade secrets and other proprietary information of Paragon and all copies of all or any portion thereof, all proprietary rights therein and thereto, and all related intellectual property rights, shall remain with Paragon. Licensee shall reproduce and include in all permitted copies of the Products all proprietary rights notices or legends of Paragon as they appear in the original from which the copies were made. Licensee shall not remove, cover, alter, or obfuscate any copyright notices or other proprietary rights notices placed or embedded by Paragon on or in the Products. Licensee shall not have a right to, and shall not, modify, translate, adapt or create derivative works based on any Product, or merge any Product into any other program or materials. Licensee agrees not to, directly or indirectly, decompile, disassemble, reverse engineer or otherwise attempt to discover the source code or underlying ideas or algorithms of any Product. License shall not copy (except as otherwise permitted hereunder), rent, lease, distribute, assign, or otherwise transfer rights to any Product or use any Product for the benefit of a third party. Paragon shall have no obligation to provide Licensee with a copy of, and Licensee acquires no rights of any kind with respect to, any source code. Licensee acknowledges that there are no circumstances under which Licensee is entitled to receive the source code of any Product, except as set forth in Section 9 above.
PARAGON. Auto has delivered to Paragon, the Owner Trustee on behalf of the Trust, the Note Insurer and the Indenture Trustee a duly executed Subsequent Purchase Agreement, including a Schedule of Subsequent Receivables;
PARAGON. By: /s/ Xxxxxxx Xxxxxxxxxx --------------------------------------------------- EXHIBIT A [LOGO] PARAGON C A B L E XXXXX PLACE APARTMENTS CHANNEL LINE UP
PARAGON and COMPAQ recognize that in some situations a Registered Account may require or prefer that COMPAQ be the licensor of the Software. In those situations, PARAGON hereby grants to COMPAQ the nonexclusive right to market, distribute and sublicense the Software on a worldwide basis to Registered Accounts pursuant to the software licensing terms of the then current COMPAQ Agreement with the Registered Account.
PARAGON. (i) As of the First Effective Date, the Partnership issued to Paragon the number of Series A Preferred Partnership Units and the number of Common Partnership Units provided in Sections 1(c) and 2(d) of the First Transaction Agreement. Such Series A Preferred Partnership Units and Common Partnership Units were issued to Paragon in exchange for Paragon's agreement to make the Capital Contribution described in Section 4.1(d)(i).
(ii) As of the Second Effective Date, the Partnership issued to Paragon the number of Series B Preferred Partnership Units and the number of Common Partnership Units provided in Section 1(c) of the Second Transaction Agreement. Such Series B Preferred Partnership Units and Common Partnership Units were issued to Paragon in exchange for Paragon's agreement to make the Capital Contribution described in Section 4.1(d)(ii).
(iii) As of the Third Effective Date, the Partnership issued to Paragon the number of Series B Preferred Partnership Units and the number of Common Partnership Units provided in Section 1(c) of the Third Transaction Agreement. Such Series B Preferred Partnership Units and Common Partnership Units were issued to Paragon in exchange for Paragon's agreement to make the Capital Contribution described in Section 4.1(d)(iii).
(iv) On the Fourth Effective Date, the Partnership shall issue to Paragon the number of Series C Preferred Partnership Units and Common Partnership Units provided in Section 1(d) of the Fourth Transaction Agreement. Such Series C Preferred Partnership Units and Common Partnership Units shall be issued to Paragon in exchange for its agreement to make the Capital Contribution described in Section 4.1(d)(iv).
PARAGON. Paragon and each of the Browns hereby represent and warrant to Optelecom as follows:
(a) Paragon is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom; Paragon has all requisite corporate power and legal authority to execute, deliver and carry out the terms of this Agreement and the Related Agreements and all documents and agreements necessary to give effect to the provisions of this Agreement and the Related Agreements; all actions and authorizations, corporate and otherwise, prerequisite to the execution of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been taken or obtained by Paragon and by the Paragon Stockholders; the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby by Paragon and the Paragon Stockholders do not violate the terms of or require the consent of any other person under, any agreement to which Paragon or the Paragon Stockholders is a party or by which it is or they are bound, any provision of any statute, rule, regulation or court or administrative order to which Paragon or any of the Paragon Stockholders is subject, or any provision of Paragon's Memorandum or Articles of Association; this is a valid and binding Agreement of Paragon and the Paragon Stockholders enforceable against each of them in accordance with its terms; neither Paragon nor any of the Paragon Stockholders has engaged any broker, finder or intermediary in connection with the transactions contemplated by this Agreement and the Related Agreements, and to their knowledge, no broker, finder or intermediary will assert any claim or make any demand upon any of the parties based upon any dealings of such broker, finder or intermediary with Paragon or the Paragon Stockholders in connection with such transactions.
(b) Paragon has delivered to Optelecom audited financial statements of Paragon for the fiscal period ended August 31, 1995 and for the fiscal year ended August 31, 1996 and unaudited financial statements of Paragon for the fiscal year ended August 31, 1997 (collectively, the "Financial Statements") including an unaudited balance sheet of Paragon as of August 31, 1997 (the "Balance Sheet"). The Financial Statements have been prepared in accordance with United Kingdom generally accepted accounting principles applied on a consistent basis throug...
PARAGON. SHIPPING INC., a compaxx xxxx xxxxxxxxxxxx xxxxx xxx xxxx xx xxx Xepublic of The Marshall Islands having its registered office at Trust Company Complex, Ajeltake Island, Majuro, Marxxxxx Xxlands MH 96960 and listed in the Nasdaq Global Select Market, as Borrower, hereinafter caxxxx xxx “Xxxxxxxx”); xxx
PARAGON shall not sell all or substantially all its stock or assets (relating to the Licensed Technology) in any transaction or series of transactions that will result in the transfer of the Licensed Technology or any portion of the Licensed Technology to any entity that is a MAPICS Competitor or that produces software for the Field.
