Xxxxxxxxxx Xx Xxxxxx. UBL's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which UBL may have against Protected Officer or others.
Xxxxxxxxxx Xx Xxxxxx. Xxxxxx xxx assign any or all of the Obligations together with any or all of the security therefor to any Person and any such assignee shall succeed to all of Laurus' rights with respect thereto; provided that Laurus shall not be permitted to effect any such assignment to a competitor of any Company unless an Event of Default has occurred and is continuing. Upon such assignment, Laurus shall be released from all responsibility for the Collateral to the extent same is assigned to any transferee. Laurus may from time to time sell or otherwise grant participations in any of the Obligations and the holder of any such participation shall, subject to the terms of any agreement between Laurus and such holder, be entitled to the same benefits as Laurus with respect to any security for the Obligations in which such holder is a participant. Each Company agrees that each such holder may exercise any and all rights of banker's lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though such Company were directly indebted to such holder in the amount of such participation.
Xxxxxxxxxx Xx Xxxxxx. Xxx Xxxxany's obligation to make the -------------------- payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.
Xxxxxxxxxx Xx Xxxxxx. XX xxreby transfers, grants, conveys, assigns and relinquishes exclusively to ijob all of HT=s right, title, and interest in and to the assets identified on Exhibit A attached hereto, in perpetuity (or for the longest period of time otherwise permitted by law). This Agreement is executed pursuant to the Asset Purchase Agreement between ijob and HT of even date herewith. ijob, Inc. Human Technologies, Inc. By: /s/ Robert Baker By: David C. Mitchell Xxxx: Xxxxxt Baker Naxx: Xxxxx X. Xxxchell Itx: Xxxx Xxxsident Xxx: Xxxsident Date: June 12, 1997 Date: June 12, 1997
Xxxxxxxxxx Xx Xxxxxx. Xxxx xxx xxxxxxxxx xx xights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Debentures is intended or shall be construed to give to any Person other than the parties hereto, and the Debenture holders any legal or equitable right, remedy or claim under or in respect to this Indenture. This Indenture and all of the covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto, the Debenture holders, as herein provided.
Xxxxxxxxxx Xx Xxxxxx. This Agreement may be changed, waived, discharged or terminated only by a writing signed by ECSI, HYUNDAI and the Escrow Agent. No delay or omission by any party in exercising any right with respect hereto shall operate as waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.
Xxxxxxxxxx Xx Xxxxxx. Xxxxxx may assign any or all of the Obligations together with any or all of the security therefor and any transferee shall succeed to all of Laurus' rights with respect thereto; provided, however, that in the event that such assignee or transferee is not an Affiliate of Laurus, Laurus shall request the approval of the Company prior to any such assignment or transfer, which such approval shall not be unreasonably withheld. Upon such transfer, Laurus shall be released from all responsibility for the Collateral to the extent same is assigned to and expressly assumed by any transferee. Laurus may from time to time sell or otherwise grant participations in any of the Obligations and the holder of any such participation shall, subject to the terms of any agreement between Laurus and such holder, be entitled to the same benefits as Laurus with respect to any security for the Obligations in which such holder is a participant, provided that any such assignee execute and deliver such documents as reasonably requested by the Company in connection with any such assignment. The Company agrees that each such holder may exercise any and all rights of banker's lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though the Company were directly indebted to such holder in the amount of such participation.
Xxxxxxxxxx Xx Xxxxxx. Xaurus may assign any or all of the Obligations together with any or all of the security therefor to any Person which is not a competitor of Company and any such transferee shall succeed to all of Laurus' rights with respect thereto. Upon such transfer, Laurus shall be released from all responsibility for the Collateral to the extent same is assigned to any transferee. Laurus may from time to time sell or otherwise grant participations in any of the Obligations and the holder of any such participation shall, subject to the terms of any agreement between Laurus and such holder, be entitled to the same benefits as Laurus with respect to any security for the Obligations in which such holder is a participant. Company agrees that each such holder may exercise any and all rights of banker's lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though Company were directly indebted to such holder in the amount of such participation.
Xxxxxxxxxx Xx Xxxxxx. Subtenant's estate shall in all respects be -------------------- limited to, and be construed in a fashion consistent with, the estate granted to Sublandlord by Landlord. Subtenant shall stand in the place of Sublandlord and shall defend, indemnify and hold Sublandlord harmless with respect to all covenants, warranties, obligations, and payments made by Sublandlord under or required of Sublandlord by the Master Lease with respect to the Subleased Premises. In the event Sublandlord is prevented from performing any of its obligations under this Sublease by a breach by Landlord of a term of the Master Lease, then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to use reasonable efforts in diligently pursuing the correction or cure by Landlord of Landlord's breach.
