Rxxxxx X. X. XXXXXXX, businessperson, resident of Vancouver, BC, (the “Executive”) AND: ASEP MEDICAL HOLDINGS INC., a British Columbia company, having its principal office located at 400 – 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 (the “Company”) (the Executive and the Company are together hereinafter referred to as the “Parties”)
Rxxxxx X. Xxxxxx hereby represents and warrants to TW that, as of the date hereof, (i) Rxxxxx X. Xxxxxx beneficially owns all of the equity interests in each of RSL Savannah, RSL CME LP and RSL CME GP and (ii) other than the RSL Excluded Shares, 2,961,205 Class B Common Shares are the only securities of the Company beneficially owned by Rxxxxx X. Xxxxxx.
Rxxxxx X. Xxxxxxxxx is the general partner of a limited partnership which, together with a family trust as limited partner, owns legal and beneficial title to 100% of the outstanding equity interests in First Equity Realty; First Equity Realty owns legal and beneficial title to 25% of the outstanding equity interests in the Borrower.
Rxxxxx X. X., a company organized and existing under the laws of Brazil, with its head office at Avenida Presidente Juscelino Kubistchek, 1327, 6o andar (part), City of Sao Paulo, State of Sao Paulo,CEP 00000-000, Xxxxxx enrolled with the Brazilian tax registry under No. 10.773.432/0001-99 (the “Management Co”), (iv) Cosan S.A. Indústria e Comércio, a company organized and existing under the laws of Brazil, with its administrative office at at Axxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx, 0000, 0xx floor(part), City of Sao Paulo, State of Sao Paulo,CEP 04543-011 enrolled with the Brazilian tax registry under No. 50.746.577/0001-15 (“Cosan”), (v) Cosan Distribuidora de Combustíveis Ltda, a company organized and existing under the laws of Brazil, with its head office at Fazenda Pxx X'Xxxx, s/nº, Prédio Administrativo Cosan, in the City of Bxxxx Xxxxxx, State of São Paulo, CEP 17340-000, enrolled with the Brazilian tax registry under No. 50.746.577/0001-15 (“Cosan Downstream Holdco”), (vi) Shell Brazil Holding B.V., a company incorporated in the Netherlands (“Shell”) and (vii) with its head office at Axxxxxx xxx Xxxxxxxx, 0000, Xxxxxx 0, Xxxxx xx Xxxxxx, Xxxx of Rio de Janeiro, State of Rxx xx Xxxxxxx, XXX 00000-000, Xxxxxx, enrolled with the Brazilian tax registry under No. 11.296.069/0001-20 (“Shell S&E Holdco”). The terms “Cosan” and “Shell” shall each mean, if such entities or persons shall have Transferred any of their “JV Securities” to any of their respective “Permitted Transferees” (as such terms are defined below), those Persons and those Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of those Persons may be taken at the election of those Persons and those Permitted Transferees.
Rxxxxx X. XXXXX LIMITED (No. 1745463) whose registered office is at Mxxx Xxxxx, 00 Xxxxxxx Xxxxxx, London E1 8AF (“Baird”).
Rxxxxx X. Xxxx shall cease to actively manage the Borrower’s day-to-day business activities and a successor reasonably acceptable to the Bank shall not have been appointed within 120 days thereafter.
Rxxxxx X. Xxxx: • Rxxxxx X. Xxxx is the party to his Employment Continuity Agreement and Exhibit A thereto;
Rxxxxx X. Xxxxx and Wxxxxxx X. Xxxxxxx (each a "SPAR Principal", and collectively the "SPAR Principals") own a majority of all of the outstanding shares of common stock of SAI, par value $0.01 per share ("SAI Stock"), and all of the outstanding capital stock of the other SPAR Parties as of the date hereof. The SPAR Principals together with other owners of SAI Stock are sometimes referred to herein individually as a "SPAR Stockholder" and collectively as the "SPAR Stockholders". Options to acquire shares of common stock of SAI (each a "SAI Option" and collectively the "SAI Options") will be held by certain employees of the SPAR Parties, certain others providing services to the SPAR Parties and certain other persons (each a "SAI Option Holder" and collectively the "SAI Option Holders") in the aggregate amount and on the terms described in the SPAR Disclosure Letter.
Rxxxxx X. Xxxxx has agreed to waive any claim for payment or any other remedy in respect of the Employment Damages and PRC Legal Fees.
Rxxxxx X. Xxxxxx shall serve as the sole representative of the Indemnitees (the “ Indemnitee Representative ”) and shall have the sole right to assert a claim for indemnification under this Article VIII . The right of Indemnitee Representative to make any claim for indemnification under this Article VIII shall survive the Closing until the later of (x) the 12-month anniversary of the Closing and (y) 30 days after the auditor’s release of the final results of its audit of Parent’s financial statements for fiscal 2011 to Parent. If, prior to the first anniversary of the Closing, a claim for indemnification under this Article VIII has been asserted in writing in accordance with Section 8.3 , such claim for indemnification shall survive until the final disposition thereof.
