THE INDEMNIFIED LIABILITIES WHICH IS
PERMISSIBLE UNDER APPLICABLE LAW.
THE INDEMNIFICATION PROVIDED FOR UNDER THIS
AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION
MADE BY OR ON BEHALF OF THE INDEMNITEE OR ANY OFFICER, DIRECTOR OR CONTROLLING
PERSON OF SUCH INDEMNITEE AND WILL SURVIVE THE TRANSFER OF SECURITIES.
ARTICLE X
GENERAL PROVISIONS
10.1
PUBLIC ANNOUNCEMENTS.
NEITHER THE PURCHASERS NOR THE COMPANY SHALL
MAKE, OR PERMIT ANY AGENT OR AFFILIATE TO MAKE, ANY PUBLIC STATEMENTS, INCLUDING
ANY PRESS RELEASES, WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER, EXCEPT AS
MAY BE REQUIRED BY LAW OR THE RULES OF ANY EXCHANGE ON WHICH THE COMPANY'S
SECURITIES MAY BE LISTED OR ANY INTER-DEALER QUOTATION SYSTEM IN WHICH THE
COMPANY'S SECURITIES MAY BE AUTHORIZED TO BE QUOTED.
THE COMPANY AND THE
REQUISITE PURCHASERS SHALL JOINTLY AGREE ON THE CONTENT AND SUBSTANCE OF ALL
PUBLIC ANNOUNCEMENTS CONCERNING THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED,
THAT THE PURCHASERS ACKNOWLEDGE THAT THE COMPANY INTENDS TO ISSUE A PRESS
RELEASE ANNOUNCING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS SOON AS
POSSIBLE AFTER THE INITIAL CLOSING, AND THAT THE COMPANY SHALL FILE A FORM 8-K
DESCRIBING THE TRANSACTION, AND FILING THIS AGREEMENT AND THE RELATED DOCUMENTS
AS EXHIBITS, WITHIN FOUR BUSINESS DAYS OF THE INITIAL CLOSING DATE.
10.2
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BIND AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
INCLUDING EACH SUBSEQUENT HOLDER OF SECURITIES.
THIS AGREEMENT SHALL NOT BE
ASSIGNABLE BY THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES
HERETO.
10.3
ENTIRE AGREEMENT.
THIS AGREEMENT, THE RELATED DOCUMENTS AND EACH
OTHER WRITING REFERRED TO HEREIN OR DELIVERED PURSUANT HERETO CONSTITUTE THE
ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDE ALL PRIOR ARRANGEMENTS OR UNDERSTANDINGS.
10.4
NOTICES.
ALL NOTICES, REQUESTS, CONSENTS AND OTHER COMMUNICATIONS
PROVIDED FOR HEREIN SHALL BE IN WRITING AND SHALL BE (I) DELIVERED IN PERSON,
(II) TRANSMITTED BY TELECOPY, (III) SENT BY FIRST-CLASS, REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, OR (IV) SENT BY REPUTABLE OVERNIGHT COURIER SERVICE, FEES
PREPAID, TO THE RECIPIENT AT THE ADDRESS OR TELECOPY NUMBER SET FORTH BELOW, OR
SUCH OTHER ADDRESS OR TELECOPY NUMBER AS MAY HEREAFTER BE DESIGNATED IN WRITING
BY SUCH RECIPIENT.
NOTICES SHALL BE DEEMED GIVEN UPON PERSONAL DELIVERY, SEVEN
DAYS FOLLOWING DEPOSIT IN THE MAIL AS SET FORTH ABOVE, UPON ACKNOWLEDGMENT BY
THE RECEIVING TELECOPIER OR ONE DAY FOLLOWING DEPOSIT WITH AN OVERNIGHT COURIER
SERVICE.
43
To the Company, to:
SoftBrands, Inc.
Two Meridian Crossings
Suite 800
Minneapolis, MN 55423
Attention: Gregg A. Waldon
Facsimile:
(612) 851-1901
With a copy, which shall not constitute notice to the Company, to:
Dorsey & Whitney LLP
50 South Sixth Street
Suite 1500
Minneapolis, MN 55402
Attention:
Tom Martin, Esq.
Facsimile No.:
(612) 340-7800
To the Purchasers, to:
The addresses set forth on Schedule I hereto
or, in each case, to such other address or to the attention of