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Re: trading.jeff post# 3855

Sunday, 09/24/2017 2:23:24 PM

Sunday, September 24, 2017 2:23:24 PM

Post# of 4261
That's a company problem, Both companies BoD agreed terminated.

SPECIAL COVENANTS

1. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur no later than August 8, 2017, or as otherwise mutually agreed to by the parties hereto. Effective as of the Closing, ACTIVE LAB hereby grants unto BLKG an exclusive license to distribution the products identified on Exhibit B hereto in all regions of the world except for Canada, and BLKG shall pay ACTIVE LAB the fees identified on Exhibit A hereto.

2. Initial Term & Renewal. The initial term of this Agreement and the license granted hereby shall be for ten (10) years from the Closing, subject to earlier termination and renewal on the terms set forth herein. At the expiration of the initial term, if all conditions set forth have been satisfied and this Agreement has not otherwise been terminated, this Agreement shall automatically renew for two additional 5-year terms.

3. Termination. This Agreement may be terminated by the Board of Directors of ACTIVE LAB only in the event that the conditions precedent set forth in this Agreement are not satisfied. This Agreement may be terminated by the Board of Directors of BLKG only in the event that the conditions precedent set forth are not satisfied. If this Agreement is terminated there shall be of no further force or effect, and no obligation, right or liability shall arise hereunder. The termination is required to be provided by either party to the other party with a 90 days’ written notice. Should either party terminate the Agreement for cause, the prevailing party shall have the rights to the customers and/or accounts of ACTIVE LAB. Termination shall be deemed effective upon one or more actions, including other conditions set forth in this Agreement, as follows:

i. ACTIVE LAB cannot provide product, as defined in this Agreement, to BLKG, due to uncontrollable circumstances;

ii. BLKG does not remain fully reporting in compliance with all filing requirements of the Securities Act of 1934, as amended;

iii. BLKG does not comply with the licensing payments and/or other financial conditions as set forth in Exhibit A of this Agreement; and

iv. BLKG does not comply to the various regulatory governing bodies, including, but not limited to, the financial obligations of all.

4. Third-Party Consents and Certificates. BLKG and ACTIVE LAB agree to cooperate with each other in order to obtain any required third-party consents to this Agreement and the transactions herein contemplated.

5. Obligations of Both Parties. From and after the date of this Agreement until the termination of the Agreement and, except as expressly permitted or contemplated by this Agreement, BLKG and ACTIVE LAB respectively, will each:

i. carry on its business in substantially the same manner as it has heretofore;

ii. maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

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