XII. If the Underwriting Agreement shall be terminated by the Underwriters or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of the Underwriting Agreement, or if for any reason the Company shall be unable to perform its obligations under the Underwriting Agreement except pursuant to Article X hereof, the Company will reimburse the Underwriters or such Underwriters as have so terminated the Underwriting Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities. In all dealings hereunder, the Representatives of the Underwriters of Offered Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose hereunder. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be sufficient in all respects if delivered or sent by registered mail to the address of the principal offices of the Representatives and if to the Company shall be sufficient in all respects if delivered or sent by registered mail to the address of the Company set forth in the Underwriting Agreement, Attention: Treasurer; provided, however, that any notice to an Underwriter pursuant to Article VIII hereof shall be delivered or sent by registered mail to such Underwriter at its address set forth in its Underwriters’ Questionnaire, which address will be supplied to the Company by the Representatives upon request. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Article VIII hereof, the officers and directors of the Company, each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Offered Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. The Company acknowledges and agrees that (i) the purchase and sale of the Offered ...
XII shows or is forbearing to show, favour or disfavour to any person in relation to this Agreement or any contract or agreement with the Council, or if a like act shall have been done by any person employed by the Board, or acting on the Board’s behalf (whether with or without the knowledge of the Board);
XII. PL-1 Residents will receive one medium-length white lab coat with CCHMC logo and embroidered name plus two sets of scrubs. XX-0, XX-0 and above level Residents may receive up to two new sets of scrubs each year. One additional white coat may be substituted for one pair of scrubs. Laundry services for the white coats are available at CCHMC expense. Each Resident is responsible for laundering his/her scrub suits, unless contaminated.
XII. 1 LICENSEE agrees that CALTECH shall have no liability to LICENSEE or to any purchasers or users of Licensed Products made or sold by LICENSEE or its sublicensees for any claims, demands, losses, costs, or damages suffered by LICENSEE, or purchasers or users of Licensed Products, or any other party, which may result from personal injury, death, or property damage related to the manufacture, use, or sale of such Licensed Products ("Claims"). LICENSEE agrees to defend, indemnify, and hold harmless CALTECH, its trustees, officers, agents, and employees from any such Claims, provided that (i) LICENSEE is notified promptly of any Claims, (ii) LICENSEE has the sole right to control and defend or settle any litigation within the scope of this indemnity, and (iii) all indemnified parties cooperate fully in the defense of any Claims. No indemnified party shall voluntarily make any payment or incur any expense with respect to any claims without the prior written consent of LICENSEE.
XII. Assets created by the project in the territory of Bangladesh shall be vested in Bangladesh Railway, which shall be responsible for its operation and safeguard.
XII. If an Event of Default occurs and remains uncured twelve months after the Original Issue Date (as defined in Section 5) of this Debenture, the Fixed Conversion Price shall be switched to the Default Conversion Price. The Default Conversion Price shall be equal to $0.65. The Obligor agrees that the date that full consideration was paid for this Debenture shall remain the Original Issue Date. The Company shall provide an opinion letter from counsel within two (2) days of written request by the Holder stating that the date full consideration was paid for this Debenture is the Original Issue Date. In the event that counsel to the Company fails or refuses to render an opinion as required to issue the conversion shares in accordance with this paragraph (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Holder to render such opinion and shall authorize the Obligor’s transfer agent to accept and be entitled to rely on such opinion for the purposes of issuing the conversion shares. This letter agreement shall solely have the effect specifically described above and shall have no effect on any other terms or conditions of the Convertible Debentures. Cornell Capital Partners, LP By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: President and Portfolio Manager Agreed and acknowledged on this 21st day of April, 2006. Wherify Wireless, Inc. By: /s/ Txxxxxx Xxxxx Name: Txxxxxx Xxxxx Title: Chief Executive Officer
XII. In order to facilitate the Implementation of the present Agreement both parties agree to consult each other in respect of any matters arising from or in connection with the operation of the present Agreement .
XII. Pensions (other than those of Article X type mentioned) and pensions that a natural person who is a resident of a country and for there subject to tax, accruing from lying in the other country sources should, by the control in this other country be freed.
XII. 1 ----------- ----- ARTICLE XIII ADMINISTRATION OF THE PLAN.....................................................
