TTI. TTI represents and warrants as follows:
TTI on behalf of itself, its successors and assigns and any person or entity who might assert a claim by, through, or under it (collectively herein the "TTI Releasors") agrees to release, acquit and forever discharge and by these presents does hereby release, acquit, and forever discharge BFEC, its successors, assigns, officers, servants, agents, employees, and representatives (collectively herein the "BFEC Releasees"), of, from and for any and all claims, liabilities, obligations, and causes of action whatsoever, whether past, present, or future, fixed or contingent, known or unknown, whether direct, indirect, or derivative, whether arising by law, in equity, or otherwise which the TTI Releasors now have, or hereafter can, shall, or may have, against the BFEC Releasees, by reason of, or relating to any matter, cause, or thing whatever, from the beginning of time through the date of this Release including without limitation any such claims arising out of or pursuant to the terms of the Lease, or relating to any actions which BFEC has taken or failed to take under the Lease or with respect to the Equipment, or with respect to TTI's default under the Lease, or relating to the acceleration of rents by BFEC under the Lease, and any negotiations or discussions concerning the Lease or the Equipment. This Release is intended to be a broad general release of all claims but it does not release the parties from any liabilities or obligations arising under or pursuant to the terms of this Agreement.
TTI has requested an amendment to Section 7.06(iii) of the Credit Agreement and the Required Lenders have agreed, subject to the provisions of this Amendment, to amend the Credit Agreement as set forth herein.
TTI. 1 - Tree Top will create a wholly-owned subsidiary for the planned acquisitions, with a capitalization structure of approximately: 350,000,000 authorized common shares at $0.001 par value, and 50,000 shares of preferred stock with a $0.001 par value.
2 - Tree Top management will assist GoFun in its preparation of the Business Plan to be presented to TTI Board of Directors.
3 - Tree Top will continue to be responsible for all administrative management of the company.
4 - TTI Accounting and Auditing will be provide technical consulting to GoFun's external CPA in his accounting and other financial report preparation, such that the data will be acceptable to US SEC reporting requirements.
5 - TTI will elect two (2) GoFun Directors to parent Board at the time of initial acquisition,
6 - TTI will cause three (3) GoFun representatives to be elected to Board of the Subsidiary.
7 - TTI management will add GoFun Business Plan presentation to the Agenda of the Board meeting after Agreement on the plan between the parties has been accomplished.
8 - TTI shall Acquire Assents of GoFun Company a/o Group by issuance of common stock of TTI, a/o preferred convertible shares, or Notes Payable, not to exceed GoFun receiving 80% shares of the parent or subsidiary subject to the valuation agreement by both parties.
9 - Capital raise, Development/demo project and Valuation process should allow for TTI to apply for listing on "Amex" within 12 months, or as soon thereafter as the Company, TTI and GoFun, meet all requirements.
10 - TTI will make available its currency for Capital Raise subject to Agreement.
11 - TTI will make available any credit facility which it has or obtains, with an upper limit not to exceed 80% of said facility, and subject to reasonable terms determined by the Board of TTI.
12 - This contract and any disputes hereunder shall be governed by the laws of the State of New York, excluding any principles of conflicts of laws. The exclusive forum for any hereunder shall be the state and federal courts in the City of New York, State of New York.
13 - This contracts is not voidable, shall not be cancellable due to any inconsistency herein. The parties to this agreement acknowledge and agree to restate any voidable paragraph, such that the presence of such inconsistent or voidable paragraph does not void or make this contract voidable. Subject to modification due to regulatory governmental or other matter not foreseen by the parties at execution.
TTI for and in consideration of and as a condition to the granting of the License, agrees to indemnify, save harmless, and defend Institutions, their directors, officers, research staff, employees, research trainees, students, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses (including reasonable legal expenses), resulting from and arising out of this Agreement including but not limited to any product liability and any third party Intellectual Property infringement or alleged infringement claims and any damages, losses, or liabilities, whatsoever with respect to death or injury to any person and damage to any property arising from this Agreement and the License granted herein, including, without limitation, the manufacture, design, distribution, and offer for sale of Products and Services or otherwise arising from any exploitation of the Licensed Technology, except to the extent caused by the negligence or willful misconduct of Institutions or any of the indemnified parties thereof.
TTI. Success Insights shall work with Customer in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Subprocessor; and
TTI. Success Insights shall work with VAA in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Subprocessor; and
