Xxxxxxxxxion Sample Clauses

Xxxxxxxxxion. The Bankruptcy Court shall xxxx xxx xxxxxnuing and exclusive jurisdiction to interpret and enforce this Agreement and to determine all disputes arising hereunder.
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Xxxxxxxxxion. The language of this Agreement shall be construed as to its fair meaning and not strictly for or against either party. If any part of this Agreement is construed to be a violation of law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
Xxxxxxxxxion. To encourage the Executive to remain an employee of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Company will pay life insurance premiums from its general assets.
Xxxxxxxxxion. 1.1 NELX, Inc. a Kansas corporation (the "Company"), is offering for sale shares of [Series A Preferred Stock/Series B Preferred Stock] of the Company (the "Shares"), together with warrants to purchase shares of Common Stock of the Company (the "Warrants"), for the purpose and with terms as described on Appendix A to this Agreement (collectively, the "Securities"). The undersigned (the "Subscriber") hereby subscribes for the purchase of such Securities as set forth on the signature page hereto (the "Purchased Securities"), for the consideration set forth on the signature page hereto determined at the rate of $_______ for each Share, with Warrants (the "Purchase Price") (such subscription referred to herein as the "Subscription"). 1.2 The Subscriber shall fully complete this Agreement, including Appendices B and C attached hereto. Upon the execution hereof, the Subscriber shall deliver to the Company (i) two executed copies of this Agreement, (ii) an amount equal to 10% of the Purchase Price (the "Deposit"), which shall be paid by a check payable to the order of the Spilman Thomas & Battle, PLLC, as Xxxxxx Xxxxx, and (iii) three executed copies of the Escrow Agreement in the form attached hereto as Exhibit 1. 1.3 As soon as practicable after receipt of the foregoing items, the Company shall notify the Subscriber whether the Subscription has been accepted in whole or in part. If the Company accepts all or a portion of the Subscription, this Agreement shall become effective, and the Company shall promptly deliver to the Subscriber (i) one fully-executed copy of this Agreement, countersigned by the Company and (ii) a fully executed copy of the Escrow Agreement. 1.4 Following the effectiveness of this Agreement, the balance of the Purchase Price shall be paid to the Company by Subscriber, and the Deposit held pursuant to the Escrow Agreement will be released, upon five (5) days notice to Subscriber and the Escrow Agent that the following conditions have been satisfied: (a) The Company shall have obtained the requisite power and authority to issue the Securities; (b) The Company shall have entered into a definitive agreement for the acquisition of the target insurance company (the "Insurance Company") with the owner of the Insurance Company; (c) The acquisition of the Insurance Company by the Company shall have been approved by the Insurance Commissioner of the State of West Virginia; and (d) The Company shall have obtained sufficient Subscriptions to accomplish...
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Related to Xxxxxxxxxion

  • Xxxxxxxxx the former President of the United States, Xxxxx Xxxx, the deceased automobile manufacturer, and Xxxx X. Xxxxxxxxxxx, the founder of the Standard Oil Company, known to be alive on the date of the execution, acknowledgment and delivery of this Lease.

  • Xxxxxxxxxx A grievance may be withdrawn at any time.

  • Xxxxxxxxxxx 12.1 In addition to the specific rights of termination set out in the Clause "The Publisher's Responsibilities" and the Clause "The Author's Responsibilities", either Party shall be entitled to terminate this Agreement forthwith by notice in writing to the other Party if the other Party commits a material breach of the terms of the Agreement which cannot be remedied or, if such breach can be remedied, fails to remedy such breach within 45 days of being given written notice to do so. 12.2 Termination of this Agreement, howsoever caused, shall not affect: (a) any subsisting rights of any third party under any licence or sub-licence validly granted by the Publisher prior to termination and the Publisher shall be entitled to retain its share of any sum payable by any third party under any such licence or sub-licence; (b) except where stated otherwise in this Agreement, any claim which either Party may have against the other for damages or otherwise in respect of any rights or liabilities arising prior to the date of termination; (c) the Publisher’s right to continue to sell any copies of the Work which are in its power, possession or control as at the date of expiry or termination of this Agreement for a period of 6 months on a non-exclusive basis.

  • Xxxxxxxx District reserves the right to terminate or otherwise suspend this Contract if District's Board determines that funding is insufficient to remain fully open and calls for a District-wide furlough or similar temporary District reduction in operations. Any temporary closure shall not affect amounts due Contractor under this Contract, subject to a pro-rated adjustment for reduction in services or need for goods during the furlough.

  • Xxxxxxxxxxxx This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Xxxxxxxxxxxxx The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Xxxxxxxxxxx X Xxxx, Esq., shall have furnished to the Underwriters his written opinion, as Corporate Counsel of the Enterprise Parties, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Exhibit B hereto.

  • Xxxxxxxxxxxxxx XX.Xxx as a Microsoft Excel Spreadsheet or some other mutually agreeable standardized format (CSV, MDB, etc.).

  • Xxxxxxxxxxxxxxx Xx the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, "Losses") to which such Covered Person may become subject by reason of any act or omission or alleged act or omission performed or omitted to be performed by such Covered Person on behalf of the Company in connection with the business of the Company, including pursuant to the Management Agreement; provided, that (i) such Covered Person acted in good faith and in a manner believed by such Covered Person to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) such Covered Person's conduct did not constitute fraud or willful misconduct, in either case as determined by a final, nonappealable order of a court of competent jurisdiction. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that such Covered Person's conduct was unlawful, or that the Covered Person's conduct constituted fraud or willful misconduct.

  • Xxxxxxxxxx, X X. 00000.

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