That Xx. Xxxxxxxx Xxxxxxx del Río Madrid proves its capacity and authorities with the power-of-attorney granted by Sierra Oil & Gas S. de X.X. de C.V. in Notarial Instrument number 67,221 dated March 24, 2015, issued by Mr. Xxxx Namur Campesino, Notary Public number Ninety-Four for the Federal District, and he states, under oath, that to this date such authorities have not been revoked, limited, or modified in any manner whatsoever.
II. The company, Talos Energy LLC, represents that:
II.1 It is a company organized pursuant to the laws of Delaware, United States of America, and proves its legal existence with the Certificate of Formation issued by the State of Delaware, granted by the Corporate Division of the Secretary of the State of Delaware.
II.2 That its domicile is located in Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
That Xx. Xxxxxxxx be paid compensation and gratuity in accordance with Clause 16 of the Contract together with all outstanding vacation pay and relocation expenses as stipulated in the Contract including a one way airline ticket to her place of residence calculable from the 12th August 2013.
That Xx. Xxxxx Xxxxxx Xxxxxxxx Xxxxxx, Engineer, in his status of C.E.O, has enough faculties to subscribe this Contract.
That Xx. Xxxxxx’x unvested stock options and restricted stock awards (but not unvested performance shares, performance awards or other awards other than stock options and restricted stock awards) shall become vested as of the date immediately following the date this Agreement becomes irrevocable in accordance with its terms (the “Vesting Date”) and all of Xx. Xxxxxx’x vested and outstanding options as of the Vesting Date shall remain exercisable following the Vesting Date until the expiration of the applicable option term), as recommended by the CEO for approval by the Executive Compensation Committee of the Board of Kimco (the “Committee”). A list of all outstanding stock options and restricted stock granted to Xx. Xxxxxx is attached hereto as Exhibit A;
That Xx. Xxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx is the legal representative of the BAILEE having sufficient authorities to represent it and oblige it under the terms and conditions of this Agreement, which have not been modified nor limited in anyway whatsoever.
That Xx. Xxxxx, Mayor, X.X. Xxxx, City Treasurer, X.X. Xxxxxx, City Clerk, X.X. Xxxxxxxxx, City Engineer and X.X. XxXxxxxxx, City Solicitor, and their successors in office from time to time, together with a representative of the Council, to be appointed annually by resolution, shall be and they are hereby constituted a Committee to be known as “City of Windsor Pensions Committee” to receive the said grants and to do all acts necessary to administer the said fund in accordance with the provisions of the pension plan dated April 6th, 1938 submitted on behalf of the Sun Life Assurance Company of Canada.
That Xx. Xxxxxxx cannot state a prima facie case for violation of COBRA's notice provision because the required notice was timely sent to the last known address; and
That Xx. Xxxxxxx Xxxxxx Bonsma be and is hereby authorized and empowered to negotiate and settle the final terms of the agreement referred to in the previous resolution and to sign the same with or without modification as he in his sole ad absolute discretion may determine. Any agreement signed by the said Xx. Xxxxxxx Xxxxx Abonsma purporting to act under authority of this resolution, shall conclusively be deemed against the company to be the agreement authorized in terms of this and the aforegoing resolution. CERTIFIED A TRUE COPY ___________________________________ DIRECTOR APPENDIX 2 RESOLUTION: PINNACLE RESOURCES INC. EXTRACTS FROM THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF PINNACLE RESOURCES INC. ("THE COMPANY") HELD AT PRETORIA ON 23RD JANUARY 2007.
That Xx. Xxxx X Gamble be and is hereby authorized and empowered to negotiate and settle the final terms of the agreement referred to in the previous resolution and to sign the same with or without modification as he in his sole and absolute discretion may determine. Any agreement signed by the said Mr. Gen X. Xxxxxx purporting to act under authority of this resolution, shall conclusively be deemed against the company to be the agreement authorized in terms of this ad the aforegoing resolution. ____________________________ DIRECTOR SIGNED TERM SHEET ADDITIONAL REPRESENTATIONS AND WARRANTIES BY THE SELLER
