Sxxxxxxx. The foregoing is a fair and accurate English translation of the referenced document. Metrika Systems Corporation /s/ Jonaxxxx X. Xxxxxxx ----------------------------------- Treasurer CONTRACT BETWEEN LENDER Nicolet Instrument GmbH Senefelderstr. 162 63069 Offenbach BORROWER Thermo Instrument Systems GmbH Frauxxxxxxxxxx Xxx. 00 00000 Xxxxxxxx Xxnditions of Loan between Nicolet Instrument GmbH, Offenbach, and Thermo Instrument Systems GmbH, Erlangen: Amount: DM 301,392.26 Account: 8202000 Bank: Commerzbank Erlangen Date: December 1, 1995 Monthly: Monthly Demand Note Notice: Notice Demand 8 days before end of any month Floating Interest Rate: 0.1% below Commerzbank Lending Rate Interest payment: Monthly Offenbach, December 1, 1995 Nicolet Instrument GmbH Thermo Instrument Systems GmbH /s/ Heinx Xxxrx /s/ H. Sxxxxxxx
Sxxxxxxx. Loop & Kxxxxxxx, LLP is entitled to rely on this certificate in connection with the opinions it is rendering pursuant to the Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
Sxxxxxxx. Xxring the Part 1 Term Tenant shall be entitled to maintain in the loading dock area of the Building other than on the IBT loading dock, or other area of the Building designated by Landlord and reasonably acceptable to Tenant, a paper shredder and necessary ancillary equipment and receptacles used in disposal of Tenant's waste paper, without charge, other than electricity used in the operation of such shredder, which electricity shall be at Tenant's expense. Such shredder shall be installed and maintained by Tenant at Tenant's expense. Tenant shall also maintain the area designated for the shredder in a neat, clean and orderly condition. Landlord shall designate a reasonably convenient location with appropriate access to electrical service for the operation of such shredder metered to Tenant. Tenant's rights under this Paragraph 30.L. shall be assignable to an assignee of all of Part 1, but otherwise may not be assigned by Tenaxx.
Sxxxxxxx. The Borrower or Sxxxxxxx shall reimburse such Issuing Bank prior to 10:00 a.m. (San Francisco time), on each date that any amount is paid by such Issuing Bank under any Letter of Credit (each such date, an "Honor Date"), in an amount equal to the amount so paid by such Issuing Bank. In the event the Borrower or Sxxxxxxx fails to reimburse such Issuing Bank of any Letter of Credit for the full amount of any drawing under such Letter of Credit by 10:00 a.m. (San Francisco time) on the Honor Date, such Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Bank thereof, and the Borrower shall be deemed to have requested that Base Rate Loans be made by the Banks to be disbursed on the Honor Date under such Letter of Credit, subject to the conditions set forth in Section 5.02 (including, without limitation, the condition that no Insolvency Proceeding shall have been commenced by or against the Borrower or Sxxxxxxx on the Honor Date). Any notice given by an Issuing Bank or the Agent pursuant to this subsection 3.03(c) may be oral if immediately confirmed in writing (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
Sxxxxxxx. By -------------------------------- M. J.
Sxxxxxxx. Xxx representations, warranties, covenants and agreements of the Sponsor contained herein or in agreements or certificates delivered pursuant hereto, the agreements of the Underwriter and the Sponsor contained in Section 7 hereof, and the representations, warranties and agreements of the Underwriter contained in Section 2 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter or any controlling persons, or any subsequent purchaser or the Sponsor or any of its officers, directors or any controlling persons, and shall survive delivery of and payment for the Notes. The provisions of Sections 4, 6 and 7 hereof shall survive the termination or cancellation of this Agreement.
Sxxxxxxx. The Okun Parties shall secure their timely obligation to pay the Exercise Price with all of the shares of Montauk securities held by Ownership I and Ownership II on the date hereof (the "Okun Securities"), and the Convertible Xxxenture or Convertible Preferred Stock, as defined below (collectively, the "Security"). Montauk shall have a first priority lien on the Security until the complete fulfillment of the Put obligations by the Okun Parties.
Sxxxxxxx. Xx representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement (other than the Ancillary Agreements) shall survive beyond the Closing Date, except for covenants and agreements that by their terms are to be satisfied after the Closing Date, which covenants and agreements shall survive until satisfied in accordance with their terms. No claim for indemnification may be asserted against any Party for breach of any covenant or agreement contained herein unless written notice of such claim is received by such Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the covenant or agreement on which such claim is based ceases to survive as set forth in this Section 10.1. Notwithstanding the foregoing, any such claim for indemnification for which notice has been given prior to the date on which the covenant or agreement on which such claim is based ceases to survive as set forth in this Section 10.1 may be prosecuted to conclusion (and such Party seeking indemnification shall be entitled to be indemnified for all Losses related thereto, subject to the other limitations contained in this Article X) notwithstanding the subsequent expiration of such period.
Sxxxxxxx. Xxe Contractor agrees that he will at all times comply with all security regulations in effect from time to time at the Company's premises or applicable outside such premises to materials belonging to the Company. The Contractor agrees not to use or disclose to any party any information, systems, equipment, ideas, processor or methods of operation observed in connection with the performance of his obligations hereunder.
