Definitions For purposes of this Agreement:
Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
NOW, THEREFORE the parties hereto agree as follows:
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.
Termination This Agreement may be terminated at any time prior to the Closing:
WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
