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. 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. Xxxxxx Parties, jointly and severally, covenant and agree with each of the several Underwriters as follows:
(a) The Trust Manager will file with the Commission pursuant to and in accordance with Rule 430A and subparagraph (4) of Rule 424(b) copies of an amended Prospectus containing all of the information omitted from the Prospectus in reliance upon Rule 430A at the time the Registration Statement became effective. The Trust Manager will advise the Representative promptly of any such filing pursuant to Rule 424(b).
(b) The Trust Manager will advise the Representative promptly of any proposal to amend or supplement the Registration Statement as filed or the related Prospectus and will not effect such amendment or supplementation without the Representative's consent; and the Trust Manager will also advise the Representative promptly of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the Notes is required to be delivered under the Securities Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Trust Manager will promptly notify the Representative of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representative's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.
(d) As soon as practicable, the Trust Manager will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Securities Act.
(e) The Trust Manager will furnish to the Representative copies of each Registration Statement (3 of whi...
The Xx. Xxxxxx parties, jointly and severally, represent and warrant to each Underwriter and the Issuer Trustee that:
(a) The Trust Manager has filed a registration statement on Form S-11 (No. 333-96121), including a form of preliminary prospectus, for registration of the Notes under the Securities Act and has filed such amendments thereto and will file such additional amendments thereto and such amended prospectuses as may hereafter be required. Such registration statement in the form in which it first became effective and as amended or supplemented thereafter (if applicable) and the prospectus constituting a part thereof (including all information deemed to be a part thereof pursuant to Rule 430A(b) of the rules and regulations of the Commission under the Securities Act) as amended or supplemented thereafter (if applicable) under the Securities Act are herein referred to as the "Registration Statement" and the "Prospectus", respectively, except that if any revised prospectus shall be provided to you for use in connection with the offering of the Notes which differs from the Prospectus on file with the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed pursuant to Rule 424(b)), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to you for such use.
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. Xxxxxx parties, jointly and severally, represent and warrant to each Underwriter and the Issuer Trustee that:
(a) The Trust Manager has filed a registration statement on Form S-11 (No. 333-102083), including a form of preliminary prospectus, for registration of the Notes under the Securities Act and has filed such amendments thereto and will file such additional amendments thereto and such amended prospectuses as may hereafter be required. Such registration statement in the form in which it first became effective and as amended or supplemented thereafter (if applicable) and the prospectus constituting a part thereof (including all information deemed to be a part thereof pursuant to Rule 430A(b) of the rules and regulations of the Commission under the Securities Act) as amended or supplemented thereafter (if applicable) under the Securities Act are herein referred to as the "REGISTRATION STATEMENT" and the "PROSPECTUS", respectively, except that if any
The Xx. Xxxxxxx Consulting Agreement executed by Xx. Xxxxxxx;
The Xx. Xxxxxxx Consulting Agreement executed by the Surviving Corporation;
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).
