T E R M S. In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:
T E R M S. 1 of the Sale Agreement is hereby deleted in its entirety.
T E R M S. The Department of Education and the District shall each appoint an Emergency Management Coordinator to take all steps necessary for the implementation of this Agreement.
T E R M S. 1.00 Services to be performed by Consultant From time to time, and at his own convenience, Consultant shall review and or develop new technology products in which the Company may have an interest in developing or acquiring. In addition, Consultant may on his own seek and find technology related products and or business entities to present to the Company as possible merger or acquisition targets. 2.00 Terms & Fees 2.01 This Agreement shall commence on March 1, 2004 ("Effective Date") and shall expire on the first anniversary thereof. The company shall have the right to extend this contract for an additional One Year duration on the same terms and conditions.
T E R M S. ARTICLE I.
T E R M S. 1. A non-exclusive, non-transferable License is granted to the Licensee to install the OpenVirtualTox Lab™ graphical-user interface, including the VTLViewer and VTLBuilder under Macintosh, Linux, or Windows operating systems and to access the VirtualToxLab over the Internet. Access to and use of the technology are restricted to the Licensee and his/her collaborators at his/her insti- tution.
T E R M S. 1.00 Services to be performed by Consultant From time to time, and at his own convenience, Consultant shall review and evaluate business entities, which the Company may have an interest in merging with or acquiring. In addition, Consultant may on his own volition seek and find business entities to present to the Company as possible merger or acquisition targets.
T E R M S. 3.1 The lien or charge of the Lease is hereby made subject and subordinate to the lien or charge of the Deed of Trust on the hereinafter related terms and conditions; however, if there are any inconsistencies between the Lease and the Deed of Trust, as to Tenant’s rights and obligations under the Lease and Landlord’s obligations under the Lease, the Lease will control
3.2 In the event any proceedings are brought for i) foreclosure and sale or other suit, sale or proceeding under the Deed of Trust or ii) a deed in lieu of foreclosure, Lender hereby covenants that so long as Tenant is not in default under the Lease (beyond any period given Tenant to cure such default, after notice required by the Lease), that:
(a) Tenant’s possession of the Leased Premises and its rights under the Lease will not be interfered with by Lender (or any successor or assign);
(b) Tenant will not be made a party to any foreclosure or other suit, sale or proceeding under the Deed of Trust and the same will not affect Tenant’s rights under the Lease;
(c) The lien of the Deed of Trust will not encumber any trade fixtures or equipment used by Tenant in its business on the Leased Premises; and
(d) The Lender (or any successor or assign) will assume the Landlord’s position under the Lease, including Landlord’s liabilities, responsibilities and obligations, as though Lender (or any successor or assign) was the original Landlord
3.3 Tenant will attorn to the purchaser or grantee upon any such foreclosure and sale or deed in lieu of foreclosure and will recognize such purchaser or grantee as the Landlord under the Lease
3.4 Tenant hereby consents to the existence of the Deed of Trust
T E R M S. As soon as practicable after the date of this Agreement, Janex shall issue Xxxxx One Million, Three Hundred Forty-One Thousand, Six Hundred Thirty-Eight (1,341,638) shares of Janex common stock. Xxxxx agrees, and will confirm said agreement by executing one or more documents so confirming, with content acceptable to Janex, that: (A) the stock to be issued under this Agreement will be a restricted security, issued pursuant to one or more exemptions to the registration requirements of the Securities Act; (B) the obligation of Janex to issue the stock is subject to Janex determining to the satisfaction of Janex that these transactions are in compliance with the Securities Act and all other applicable federal and state laws; and (C) Xxxxx will execute such documents as are necessary and/or appropriate to ensure compliance with applicable federal and state laws. Janex obtaining documentation as to the foregoing shall be a condition to the issuance of the stock. In furtherance, but not in limitation, of the foregoing, Xxxxx'x stock will be subject to all of the terms and restrictions of said stock, Janex shall have no obligation under this Agreement to register Xxxxx'x stock or to make registered stock available to Xxxxx under this Agreement, no representation, warranty or guarantee is made by Janex as to the value of the stock to be issued pursuant to this Agreement, and Xxxxx takes full risk and responsibility as to said value. Xxxxx hereby makes the representations and warranties set out in Exhibit "A" attached hereto and hereby made a part hereof. On said Exhibit "A," Xxxxx is referred to as the "Subscriber," Janex is referred to as the "Corporation," and the shares of stock to be acquired to Xxxxx under this Section are referred to as the "Shares." Xxxxx acknowledges and understands the meaning and legal consequences of the representations and warranties contained herein and agrees to indemnify and defend and hold harmless Janex, and the directors, officers, agents, employees and attorneys of Janex, from and against any and all claims, loss, damage, liability, cost or expense, including attorneys' fees and court costs, due to or arising out of or connected directly or indirectly with or to any breach of any such representation or warranty made by Xxxxx. Xxxxx'x representations and warranties appearing herein are made as of the date hereof and as of the date of issuance of stock pursuant to this Section. Xxxxx'x acceptance of stock under this Section shall c...
T E R M S. FIRST. OBJECT. -
