XXX LTD. BY: /s/ Xxxxxxx Xxxxx --------------------------------- NAME: Xxxxxxx Xxxxx TITLE: CFO
XXX LTD. By: ------------------------------------- Name: Title:
XXX LTD. By: ------------------------------------- Name: Title: ------------------------------- [Representative] Dated:______________, ____
XXX LTD. By: --------------------------------- Name: Title: Dated: , ----------- -----
ANNEX V PARENT CANCELLATION CERTIFICATE TO UNITED STATES TRUST COMPANY OF NEW YORK, AS ESCROW AGENT The undersigned, XxxXxxx.xxx, Ltd., a Delaware corporation ("PARENT"), pursuant to Section 5(e) of the Escrow Agreement dated as of May 11, 2000 among Parent, the other individuals and entities signatory thereto (collectively, the "SHAREHOLDERS") and you (terms defined in said Escrow Agreement have the same meanings when used herein), hereby:
(a) certifies that (i) it hereby releases its claim against the Shareholders with respect to [all] [specify portion] of the Owed Amount designated in the Certificate of Instruction dated _____________, ____ and (ii) as a result the Owed Amount with respect to such Certificate of Instruction is $__________;
(b) agrees that such Certificate of Instruction is, to the extent released as provided in clause (i) of paragraph (a) above, canceled; and
(c) certifies that this Parent Cancellation Certificate is being rendered by Parent in good faith and that Parent and the Shareholders and the Escrow Agent may rely on such good faith determination.
XXX LTD. Per: /s/ Xxxx Xxxxx --------------
XXX LTD. BY: /s/ Xxxx Xxx --------------------------------- NAME: Xxxx Xxx TITLE: CEO
XXX LTD. By: ----------------------------- Xxxxxxx Xxxxxxx Date Chief Financial Officer
XXX LTD has exclusive ownership rights to the Technology, is the owner of all the software (including without limitation, source code, object code, data, files, tables, and documentation), and other copyrighted or copyrightable materials included in the Technology. The Seller and XXX LTD. have obtained, where required, the right to use, copy, modify and distribute any third-party programming and materials contained in the Technology and any technical documentation pursuant to any licenses from third parties.
XXX LTD is not obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgement, decree or order of any court or administrative agency, that would interfere with the use of its respective best efforts to promote the interests of itself or that would conflict with it's business as proposed to be conducted by the Buyer.
XXX LTD. BY: /s/ Xxxxxxx Xxxxx --------------------------------- NAME: Xxxxxxx Xxxxx TITLE: CFO /s/ Xxxxxx Xxxxxxx ------------------------------------ XXXXXX XXXXXXX SCHEDULE TO EMPLOYMENT AGREEMENT MADE BY XXXXXX.XXX LTD., A NEW YORK CORPORATION ("THE COMPANY") AND XXXXXX XXXXXXX ("THE EXECUTIVE") This Schedule constitutes a statement of particulars of employment provided pursuant to Section 1 of the Employment Rights Xxx 0000. Insofar as the contents of this schedule and the employment agreement conflict, the terms of the employment agreement will prevail.
