The Xx. Xxxxxx Party will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to asset-backed securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative for a period beginning at the date of this Agreement and ending at the later of the Closing Date or the lifting of trading restrictions by the Representative.
The Xx. Xxxxxx Parties, jointly and severally, covenant and agree with each of the several Underwriters as follows:
The Xx. Xxxxxx parties, jointly and severally, represent and warrant to each Underwriter and the Issuer Trustee that:
The Xx. XX is entitled at any time to assign its rights under this subsidy contract to a third party. In case of assignment, the XX.XX will inform the lead partner without delay.
The Xx. XX cannot under any circumstances or for any reason whatsoever be held liable for damage or injury sustained by the staff or property of the lead partner or the project partners as a consequence of the project. The XX.XX cannot, therefore, accept any claim for compensation or increases in payment in connection with such damage or injury.
The Xx. Xxx Parties shall cause each First Refusal Entity to agree to include in any proposal, bid, or other offer to perform First Refusal Services submitted after the Closing a provision permitting each First Refusal Entity to subcontract the performance of such First Refusal Services, unless the subcontracting to the Company is otherwise prohibited by Law or by any contract or agreement to which such First Refusal Entity is bound as of the Closing and listed in the certificate delivered pursuant to Section 2.3(a).
The Xx. Xxxxxx Parties and the Issuer Trustee understand that the Underwriters intend to make a public offering of their respective portions of the Offered Notes upon the terms set forth in the Prospectus as soon after (A) the Registration Statement has become effective and (B) the parties hereto have executed and delivered this Agreement, as in the judgment of the Underwriters is advisable.
The Xx. Xxxxxx Parties severally covenant and agree with each of the several Underwriters and the Issuer Trustee as follows:
The Xx. Xxxxxxxxxxx'x name and likeness, all registered trademarks and proprietary information in conjunction with all Xx. Xxxxxxxxxxx formulas and products marketed and sold by Enterprises or their agents, including all trademarks and proprietary information in conjunction with Xxxxx Xxxxxxxxxxx'x formulas and products marketed, and sold by Enterprises or their agents, or any other product that is affiliated with Enterprises (the "Proprietary Rights"); provided, that The School of Natural Healing owned and operated by Xxxxx Xxxxxxxxxxx or his designee or assigns shall have a perpetual license and right to use the Proprietary Rights in the operation of its business as an educational institution dedicated to the promotion of the natural healing arts.
The Xx. Xxxxxxx Consulting Agreement executed by Xx. Xxxxxxx;
