NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and the Company, intending to be legally bound, agree as follows:. Failure to give such notice shall not affect the indemnification provided the sextant group personnel file in Frisco except to the extent that such failure shall have prejudiced the Indemnitor as a result thereof.
The headings contained in this Escrow Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Escrow Agreement. This Agreement and the Ancillary Documents to which such Seller is a party have been or will be duly and validly executed and delivered by such Seller and constitute, or upon execution and delivery thereof will constitute, the valid and legally binding obligations of such Seller enforceable against such Seller in accordance with their terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or the sextant group personnel file in Frisco similar laws relating to or affecting enforcement of creditors' rights generally, or by general principles of equity.
All such payments shall be effective up receipt. Judicial Modification. In addition, the Purchaser or the LLC shall reimburse the Seller for all taxes and any out-of-pocket costs and expenses incurred in providing such Services or granting the Premise Use.
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Each Purchaser Entity agrees that for a period of twelve the sextant group personnel file in Frisco after the date hereof, neither it nor any of its Affiliates will directly or indirectly offer employment to or hire any Covered Seller Person employed by Seller as of the date hereof without the prior written consent of the Seller.
This Agreement may be amended, modified or terminated only by a written instrument executed by the parties hereto. If to the Purchaser or the LLC:. The Seller agrees to indemnify and hold harmless the Purchaser, the LLC and their respective Affiliates, officers, directors, employees, shareholders, members, agents, successors and assigns from and against any and all loss, damage, settlement or expense including reasonable legal expenses resulting from the Seller's or its officers', employees', directors' or agents' actions or failures to act in connection with this Agreement or any gross negligence or willful misconduct of the Seller or its officers, employees, directors or agents; provided, however, that no party shall be obligated to indemnify another Person for any loss, damage, settlement or expense caused by such Person's own gross negligence or willful misconduct.
If Services are provided only for a portion of a month, the Purchaser or the LLC shall pay pro-rated Service Fees for the period during which the Services were provided, determined on a per diem basis. There shall be no consideration by way of royalties or otherwise payable by Licensor or Company under this Agreement.
The Purchaser hereby represents and warrants to each of the Sellers as follows:. WHEREAS, the execution and delivery of this Power of Attorney by the Represented Seller is in consideration for the execution and delivery of a Power of Attorney by each of the other Represented Sellers and in consideration of the agreements and covenants of the Purchaser contained in the Purchase Agreement;.
Hnat, Esq. The Sellers shall retain all books and records pertaining to transactions with the LLC for periods ending on or before the Closing Date until the expiration of the statute of limitations applicable to the LLC.