Xxxxxx and Mr. Xxxx Xxx Xxxx as independent non-executive Directors.
Xxxxxx and Mr. Xxxxxx recognize that the Exchange being conducted with the Stockholders is based, to a material degree, upon the representations and warranties of Xxxxxx and Xx. Xxxxxx as set forth and contained herein and Xxxxxx and Xx. Xxxxxx (collectively the "Indemnifying Parties") hereby agree to jointly and severally indemnify and hold harmless the Stockholders against all damages, costs, or expenses (including reasonable attorney's fees) arising as a result of any breach of representation or warranty or omission made herein by the Indemnifying Parties. If any action is brought against Xxxxx or the Stockholders (collectively the "Indemnified Parties") in respect of which indemnity may be sought against the Indemnifying Parties pursuant to the foregoing paragraph, the Indemnified Parties shall promptly notify the Indemnifying Parties in writing of the institution of such action (but the omission to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liability that the Indemnifying Parties may have to such Indemnified Parties except to the extent the Indemnifying Parties are materially prejudiced or otherwise forfeit substantive rights or defenses by reason of such failure), and the Indemnifying Parties shall assume the defense of such action, including the employment of counsel to be chosen by the Indemnifying Parties to be reasonably satisfactory to the Indemnified Parties, and payment of expenses. The Indemnified Parties shall have the right to employ the Indemnifying Parties counsel, or the Indemnified Parties' own counsel in any such case, but the fees and expenses of such counsel shall be at the Indemnified Party's expense, unless the employment of such counsel shall have been authorized in writing by the Indemnifying Parties in connection with the defense of such action, or the Indemnifying Parties shall not have employed counsel to take charge of the defense of such action, or counsel employed by the Indemnifying Parties shall not be diligently defending such action, or the Indemnified Parties shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Parties, or that representation of such Indemnified Party and the Indemnifying Parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case the Indemnifying Parties shall...
Xxxxxx and Mr. Xxx Xxxxxxx shall resign from the board of directors of GT&T; and Xx. Xxxxx X. Xxxxx shall resign from the boards of directors of ATNCo. and the Virgin Islands Telephone Corporation. Prior to April 30, 1997, Old ATNI shall not pay any employee or consultant any bonus or extraordinary compensation without the consent of the co-Chief Executive Officers.
Xxxxxx and Mr. Tu Liandong. For the purpose of this announcement, translations of RMB into HK$ or vice versa have been calculated by using an exchange rate of RMB0.8962 equal to HK$1.00. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
Xxxxxx and Mr. Key as Class II Directors with terms to expire at the Company’s 2006 annual meeting of stockholders; and Xxxxxxx X. XxXxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx as Class III Directors with terms to expire at the Company’s 2007 annual meeting of stockholders. Xxxxxx X. Xxxxxx has resigned from the board after eleven years of distinguished service. The transition in membership of the board was effective on August 4, 2006. In addition, within the next six months, Xx. Xxxxx will resign from the board and Xxxxxxx Xxxxxx will be appointed to fill the resulting Class III Director vacancy.
Xxxxxx and Mr. Park shall procure that there shall be held a meeting of the Board of the Company at which:
(a) there shall be appointed the persons named in Part C of Schedule 1 as directors of the Company and there shall be procured the resignation without compensation of any nature (save for any accrued fees detailed therein) of the auditors to the Company by deposit of their resignation at the registered office in accordance with Section 390 of the Companies Act together with a written statement expressed to be for the purpose of Section 390(2)(a) of the Companies Act that there are no circumstances connected with their resignation which they consider should be brought to the notice of the members or creditors of the Company;
(b) the Directors shall vote in favour of the registration of the Purchaser or its nominees as members of the Company in respect of the Deferred Shares upon the production of duly completed transfers (subject to stamping thereof);
(c) the Director, Xxxxx Xxxxx shall forthwith resign from the Board of the Company tendering a resignation under seal in the agreed form acknowledging that he has no claim of whatsoever nature against the Company;
(d) the current accounting reference period of the Company as defined by Section 224 of the Companies Act shall be shortened so as to end on 31st March 1997;
(e) the registered office of the Company shall be changed to that of the Purchaser's Solicitors.
Xxxxxx and Mr. Xxxxx entered into a contract on 1st July, 2022, according to which Mr. Xxxxxx had to supply 100 tons of sugar to Mr. Vikas at a certain price strictly within a period of 10 days of the contract. Mr. Xxxxx also paid an amount of ₹ 70,000 towards advance as per the terms of the above contract. The mode of transportation available between their places is roadway only. Severe flood came on 2nd July, 2022 and the only road connecting their places was damaged and could not be repaired within fifteen days. Mr. Xxxxxx offered to supply sugar on 20th July, 2022 for which Mr. Xxxxx did not agree. On 1st August, 2022, Mr. Xxxxxx claimed compensation of ₹ 20,000 from Mr. Xxxxx for refusing to accept the supply of sugar, which was not there within the purview of the contract. On the other hand, Mr. Xxxxx claimed for refund of ₹ 70,000, which he had paid as advance in terms of the contract. Analyse the above situation in terms of the provisions of the Indian Contract Act, 1872 and decide on Mr. Vikas contention. [MTP Apr 2023(6 Marks)] Subsequent or Supervening impossibility (Becomes impossible after entering into contract): When performance of promise become impossible or illegal by occurrence of an unexpected event or a change of circumstances beyond the contemplation of parties, the contract becomes void e.g. change in law etc. Also, according to section 65 of the Indian Contract Act, 1872, when an agreement is discovered to be void or when a contract becomes void, any person who has received any advantage under such agreement or contract is bound to restore it, or to make compensation for it to the person from whom he received it. In the given question, after Mr. Xxxxxx and Mr. Vikas have entered into the contract to supply 100 tons of sugar, the event of flood occurred which made it impossible to deliver the sugar within the stipulated time. Thus, the promise in question became void. Further, Mr. Xxxxxx has to pay back the amount of ₹ 70,000 that he received from Mr. Vikas as an advance for the supply of sugar within the stipulated time. Hence, the contention of Mr. Vikas is correct. BREACH OF CONTRACT [NON- PERFORMANCE] ANTICIPATORY (sec 39) ACTUAL Treat it as (Before time of Performance) Wait till the actual Breach Merits OR time of performance Demerits Marks) TYPES OF DAMAGES DETAILS CAN IT BE CLAIMED
1. Direct / Ordinary Damages ⮚ Which Naturally arises ⮚ Probable Consequence ⮚ Which can be directly related Note: Normally amount of will be difference between c...
Xxxxxx and Mr. Xx Xxxxxxxx; the non-executive Director is Mr. Xx Xxx; and the independent non-executive Directors are Xx. Xxxx Xxxxxx, Mr. Xx Xxxxxx and Xx. Xxx Xxx Xxxxx.
Xxxxxx and Mr. Xxxxxxx X. Kxxxxx are insurable on a term policy basis at standard rates for five Million Dollars ($5,000,000), and that Dr.
Xxxxxx and Mr. Xxxxxxx X. Kxxxxx xxxll have cooperated with Kendxx xx applying for such insurance coverages;
