The Company and Xxxxxxx X. X'Xxxxxxx shall -------------------- have entered into and delivered an Employment Agreement providing for a salary of $240,000 per year in substantially the form attached as EXHIBIT 5.7 hereto.
The Company and Xxxxxxx X. Xxxxxx shall have executed all documents and taken all actions necessary to terminate the Employment Agreement, dated as of August 1, 2001, as amended, by and between Xx. Xxxxxx and the Company.
The Company and Xxxxxxx X. Xxxxxxx shall have amended Xx. Xxxxxxx’x employment agreement to provide that Xx. Xxxxxxx shall not receive any 2006 annual executive bonus payment, which amendment shall be in form and substance satisfactory to the Agent.
The Company and Xxxxxxx X. Xxxxxxx will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Xxxxxxx, Sachs & Co. expressly for use therein; PROVIDED, FURTHER, that the liability of Xxxxxxx X. Xxxxxxx pursuant to this subsection (a) shall not exceed the product of Shares sold by such Selling Stockholder, including any Optional Shares and the initial public offering price of the Shares as set forth in the Prospectus; PROVIDED, FURTHER, THAT neither the Company nor Xxxxxxx X. Xxxxxxx will be liable to any Underwriter or any person controlling any Underwriter with respect to any such untrue statement or omission made in any Preliminary Prospectus that is corrected in the Prospectus (or any amendment or supplement thereto) if the person alleging any such loss, claim, damage or liability purchased Securities from such Underwriter but was not sent or given a copy of the Prospectus (as amended or supplemented), at or prior to the written confirmation of the sale of such Securities to such person in any case where such delivery of the Prospectus (as amended or supplemented) is required by the Act and the untrue statement or alleged untrue statement of a material fact, or the omission or alleged...
The Company and Xxxxxxx X. Xxxxxxx, Xxxx Xxxxxxxx, Xxx XxXxxxx, and Xxx Xxxxxx shall have entered into employment contracts as contemplated by Section 8.10.
