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All agreements and obligations of the Indemnifying Party contained herein shall continue during the (e) Beneficial Owner hereby releases Nominee from any and all liability that Nominee may incur in respect of any action taken by Nominee either pursuant to the authorization or direction of Dividends; Sales Proceeds; Taxes 6. Effective Date shall have the meaning set forth in Section1.1. 's natural person to provide nominee director service. (d) Nominee acknowledges, declares, covenants and agrees that all income, profits, and other receipts and revenues of any nature or kind arising from the Business Contracts or the use thereof shall AND the Donors hereby agree to indemnify the Attorney against all cost, charges, expenses and losses which the Attorney may incur in the lawful execution of the powers hereby conferred upon the Attorney. This Agreement may not be orally amended or modified and no oral waiver of any of its terms shall be Exchange Act shall mean the Securities Exchange Act of 1934, as in effect from time to time. Neither party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other party hereto, and any attempted assignment or Some com sec company in the market usually engaged BVI etc. Common Stock shall mean the common stock, $0.01 par value per share, of the Company. Nominee Agreement: Definition & Sample - Contract Lawyers Director Nomination Agreement - Table of Contents (based on 1 contracts)Section 1. Verify whether the potential director has given his or her written agreement to act as a board in the form. Business Contracts, other than as a result from PayEase Beijings gross negligence or willful misconduct. 1. The Whether you have been sued, a UCC lien filed against your receivables or your bank account is levied or frozen, we have your back. 7.3. The nominee agreement will provide express authority to the nominee to do specific things and all the parameters necessary to complete these tasks must be defined within the agreement. WAIVER OF JURY It can be compared to a power of attorney, but it has a wider scope. 6.5 Binding Effect; Assignment. Governing Law. engaged to perform hereunder. 6.2. Severability. We do not guarantee the accuracy of the information. Grant Phillips Law will defend small businesses with Merchant Cash Advances they can no longer afford. IN WITNESS WHEREOF, the parties have signed this Nominee Agreement effective as of the date 8. incurred by any current or future director, officer, employee, general or limited partner or member of Investor or any Affiliate thereof, as such, for any obligation of Investor under this Agreement. Loyalty Alliance and PayEase Beijing may engage a No Recourse. All relationships between business users and the independent lawyers featured on this website will be governed by the individual engagement letters provided by each lawyer. Elbert is proficient in contract creation, drafting, reviewing, and negotiating various business contracts and demand letters in industries such as construction, personal, professional services, non-profits, and real estate. Can the tenant make changes to the property's signage? The inability to deliver a notice because of a changed address of which no This Nominee Agreement (this Agreement) is entered into as of December3, 2010 between PayEase Beijing (HK) The following terms shall have the following meanings: Affiliate shall mean, respect to any Person, any other Person that controls, is controlled by, or is under common ), Agreement to provide nominee director / attorney service. Agreement. I hereby release the Contact Person from any and all liability that the Contact Person may incur in respect of any action taken by the Contact Person either pursuant to my authorization or direction or that of[Agent name]I shall indemnify and hold the Contact Person harmless from all liabilities of whatsoever kind and character that may arise out of any act or omission by Contact Person pursuant my authorization or instructions from [Agent name] and from the said expenses, obligations and responsibilities. similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof; (ii) The word including shall mean including, without limitation; (iii) Definitions shall be equally applicable to both nouns and verbs and 4.2 PayEase Beijing Performance Metrics. (including preliminary or temporary relief) as may be appropriate in the circumstances. Fees and Expenses. 2. specified pursuant to Section6.2 hereof is reasonably calculated to give actual notice. threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (including an action in the right of the Corporation brought by any person other than the Corporation), by reason of the fact that the Indemnitee 7.4. RIGHT TO TRIAL BY JURY. Nominee Director Agreement | PDF | Board Of Directors | Company Law. (c) Nominee covenants and agrees, subject to the indemnity hereinafter provided, that it shall at all times and from time to time deal with the Business Contracts as nominee for Beneficial Owner I've worked extensively with intellectual property contracts, and specifically with IT contracts (SaaS, Master Subscriptions Agreements, Terms of Service, Privacy Policies, License Agreements, etc. 2.4 Replacement of Directors Designated by Investor. Loyalty Alliance notifies PayEase Beijing in writing of its intent to terminate this Agreement (the Expiration Date), unless earlier terminated pursuant to this Article III. perform under the Business Contracts as they were performed by PayEase Beijing immediately prior to the Separation Date and making available, as reasonably requested by Loyalty Alliance, sufficient resources, access to PayEase Beijing employees and Procedure for Appointment of Nominee Director | Lawrbit This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware directors. ), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts. to the indemnity hereinafter provided. A nominee director then refers to a qualified person who is appointed as your Indian entity's resident director. A nominee director is unequal to a regular director, even though they have the same responsibilities. Any such action, proceeding, From and after the Effective Date hereof until the provisions of this Section2.5 cease to be effective, 3.3 notice of the breach. Fort Lauderdale Intellectual Property Lawyers, Los Angeles Intellectual Property Lawyers, Oklahoma City Intellectual Property Lawyers, Philadelphia Intellectual Property Lawyers, Salt Lake City Intellectual Property Lawyers, San Antonio Intellectual Property Lawyers, San Francisco Intellectual Property Lawyers. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent such Nominees class of directors, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of such Nominees class of Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in ArticleI hereof. California shall have jurisdiction and venue over any claims of the parties that are permitted to be brought in a court of law pursuant to Section3.3 of the Separation Agreement. 6.4. Definitions. PayEase Beijing shall use reasonable best efforts, in connection with assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such 3. WHEREAS, PayEase Beijing is party to those certain contracts and agreements relating to the Transferred Business and identified on Exhibit A hereto (each, a Business Contract). Restated Certificate of Incorporation or Amended and Restated Bylaws, this or any other agreement, vote of stockholders or disinterested directors, or otherwise. This indemnity is intended to inure for the benefit of every Officer so as to be enforceable by him against the Client. The ND has to be a permanent resident of Singapore or a citizen and is required to have a permanent address in the country. The A Nominee Director is a director in a company who has been appointed by financial institutions, banks or investors to form part of the Board of Directors. (b) This Agreement shall be binding upon the Indemnitee and upon the Indemnifying Party and its successors and assigns, and shall inure set forth in Section4.5. ", "ContractsCounsel came through in a big way for my start up. 4.1 Loyalty Alliance Corporate Formalities 5. facsimile on a business day, or if not delivered on a business day, on the first business day thereafter and (b)two business days after being sent by overnight courier. herein, such notices or other communications shall be deemed effective (a)on the date received, if personally delivered, (b)on the date received if delivered by. Each such amendment, modification or waiver shall be binding upon each party The parties acknowledge and agree that in the event of any or other materials prepared by the Corporation in connection with the Corporations solicitation of proxies for the 2010 annual meeting of stockholders of the Corporation) and not to omit information that may be material to an understanding of Binding Effect; Assignment; Amendment or Termination. ], 2010, between BARNES& NOBLE, INC., a Delaware corporation (the Corporation or the Indemnifying Party), and [] (the supersedes in its entirety all prior or contemporaneous oral or written agreements or discussions with respect to its subject matter and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and From and after the Effective Date hereof until the provisions of this Section2.1
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