Xxxx Incorporated whose registered office is at The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx, Xxxxxxxx 00000 (registered in Delaware, USA under file number 4469758) (“Xxxx”).
Xxxx Incorporated. Software engineering is the application of principles used in the field of engineering, which usually deals with physical systems, to the design, development, testing, deployment and management of software systems.. The field of software engineering applies the disciplined, structured approach to programming that is used in engineering to software development with the stated goal of improving ... Rosmorport signs contract with Inter XXX-Engineering on ...
Xxxx Incorporated. The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors of the Company or its subsidiaries, or any of the members of the families of any of them, except as disclosed in the Registration Statement and the Prospectus. Other than Cruttenden Xxxx Incorporated, on behalf of the several Underwriters, and except as disclosed in writing to Cruttenden Xxxx Incorporated, no person is or will be owed any finders fee or commission or similar payment in connection with the transactions contemplated by this Agreement. Except for employee benefit plans disclosed in the Prospectus, the Company does not maintain any employee benefit plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended. The Selling Stockholder, represents and warrants, to the several Underwriters and the Company as follows: The Selling Stockholder now has, and/or on the Closing Date will have, good and marketable title to all of the Shares to be sold by him, hereunder, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever, with full right and authority to deliver the same hereunder, subject to the rights of ____________________, as custodian (herein called the "Custodian"), and that upon the delivery of payment for such Shares hereunder, the several Underwriters will receive good and marketable title thereto, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever. Certificates in negotiable form for the Shares to be sold by the Selling Stockholder have been placed in custody under a Custody Agreement (...
Xxxx Incorporated. (Corporate Seal) By: ----------------------------------- ASSIGNEE: WESTERN AUTO SUPPLY COMPANY (Corporate Seal) By: ----------------------------------- STATE OF NEW YORK ) ) SS.: COUNTY OF ONONDAGA ) On this__________day of_______________________1995, before me personally came___________________________, to me known who, being by me duly sworn, did depose and say that he resides at_____________________; that he is the___________________________of XXX'X INCORPORATED, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was affixed by order of the board of directors of said corporation; and that he signed his name thereto by like order. --------------------------------------- Notary Public STATE OF ) ) SS.: COUNTY OF ) On this_________day of______________, 1995, before me personally came _______________________, to me known, who, being by me duly sworn, did depose and say that he resides in____________________________, that he is the ____________________of WESTERN AUTO SUPPLY COMPANY, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation; and that he signed his name thereto by like order. ------------------------------------- Notary Public EXHIBIT E --------- FORM OF ASSIGNMENT OF CONTRACT RIGHTS AGREEMENT ASSIGNMENT OF CONTRACT RIGHTS AGREEMENT, dated as of October 20, 1995, between Xxx'x Incorporated, a New York corporation, Wheels Discount Auto Supply, Inc. ("Wheels"), a New York corporation (collectively, the "Sellers"), each with central offices located at 0000 Xxxxx Xxxx Boulevard, Liverpool, New York 13088-3571, and Western Auto Supply Company, a Delaware corporation (the "Purchaser"), with central offices located at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000.
Xxxx Incorporated. Attest: By: ------------------------------- Name: ------------------------------- WHEELS DISCOUNT AUTO SUPPLY, INC. Attest: By: ------------------------------- Name: ------------------------------- WESTERN AUTO SUPPLY COMPANY Attest: By: ------------------------------- Name: ------------------------------- EXHIBIT F --------- FORM OF ASSIGNMENT OF PROPRIETARY RIGHTS AGREEMENT ASSIGNMENT OF PROPRIETARY RIGHTS AGREEMENT, dated as of October 20, 1995, between Xxx'x Incorporated, a New York corporation, Wheels Discount Auto Supply, Inc. ("Wheels"), a New York corporation (collectively, the "Sellers"), each with central offices located at 0000 Xxxxx Xxxx Boulevard, Liverpool, New York 13088-3571, and Western Auto Supply Company, a Delaware corporation (the "Purchaser"), with central offices located at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000.
Xxxx Incorporated. Attest: By: ------------------------------- Name: ------------------------------- WHEELS DISCOUNT AUTO SUPPLY, INC. Attest: By: ------------------------------- Name: ------------------------------- WESTERN AUTO SUPPLY COMPANY Attest: By: ------------------------------- Name: -------------------------------
