This excerpt taken from the IMX 8-K filed Jul 9, 2008.
Hollows Employment Agreement”); and
(9) All other items or documents reasonably requested by Purchaser or Purchaser’s counsel.
(b) Purchaser’s Deliveries to Seller at Closing. On the Closing Date, subject to the terms and conditions set forth in this Agreement, Purchaser shall make the following deliveries to Seller:
(1) Payment by cash, bank or certified check or wire transfer of immediately available funds to an account designated by Seller of (x) the full Purchase Price, and (y) the first month’s (or partial month’s) rent due to Seller under Section 9.3;
(2) The executed certificate required in Section 5.2(e) hereof;
(3) Evidence reasonably satisfactory to Seller of the authority of Purchaser to execute and deliver this Agreement;
(4) The duly executed Ytterbium License, substantially in the form attached hereto as Exhibit D; and
(5) All other items or documents reasonably requested by Seller or Seller’s counsel.
7.4 Passage of Title and Risk of Loss. Legal and equitable title to, and risk of loss with respect to, the Acquired Assets shall pass to Purchaser upon the Closing. As of the Closing, Seller shall have no further obligation to insure the Acquired Assets.
7.5 Further Assurances. Seller shall, at any time on or after the Closing Date, take any and all steps reasonably requested by Purchaser to place Purchaser in possession and operating control of the Acquired Assets and Seller’s Xenation Business, and will do, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, and assurances as may be reasonably required for the more effective transfer to and reduction to possession of Purchaser, or its successors or assigns, of any of the Acquired Assets.
Indemnification and Hold Harmless
8.1 Survival of Representations; Limitations. All representations, warranties, covenants, and obligations in this Agreement shall survive the Closing and the consummation of the transactions contemplated by this Agreement, subject to the terms of this Article VIII and other applicable provisions of this Agreement. In no event shall the aggregate indemnity liability of Seller pursuant to Sections 8.2(a) or 8.2(b) or of Purchaser pursuant to Section 8.3(a) or 8.3(b) exceed $750,000.00 (inclusive of attorney’s fees and costs). In no event shall indemnification be payable by Seller pursuant to Sections 8.2(a) or 8.2(b) or by Purchaser pursuant to Sections 8.3(a) or 8.3(b) unless the aggregate Damages (as defined in Section 8.2) incurred by all of the Purchaser Indemnitees (as defined in Section 8.2) or the Seller Indemnitees (as defined in Section 8.3), as applicable, exceed $75,000.00 and then only for the excess over such amount. In no event shall Seller have any liability to the Purchaser Indemnitees pursuant to Section 8.2(c) or 8.2(d) or Purchaser have any liability to the Seller Indemnitees pursuant to Sections 8.3(c) or 8.3(d) unless the aggregate Damages incurred exceed $75,000.00, at which point Seller or Purchaser, as applicable, shall be liable for all such Damages, and not just those in excess of such amount. The indemnity liability of Seller under Section 8.2(e) and the indemnity liability of Purchaser under Section 8.3(e), respectively, shall not be subject to any of the limitations of this Section 8.1.
8.2 Indemnification of Purchaser Indemnified Parties. Seller shall indemnify, defend and hold harmless Purchaser, its directors, officers, employees, and agents (collectively, the “