(7) enter into or enter into commitments or liabilities, with the exception of commitments or liabilities outstanding in ordinary transactions and with the exception of commitments relating to fees and charges related to the negotiation and execution of the merger in amounts to be determined after the date of the merger; Buyer has all necessary rights, powers and powers to enter into this Agreement and enter into the transactions provided for in this Agreement. This contract has been properly executed and delivered by the seller and constitutes a legal, valid and binding obligation of the buyer. Buyer agrees to keep Seller, its senior officers, directors and major shareholders without damages and without complaint, and Seller agrees to exempt and maintain Buyer, its senior officers, directors and major shareholders from any and all liability, damages or defaults, any acts, actions, proceedings, receivables, valuations, judgments, costs and expenses, including attorneys` fees. incidents related to the foregoing, resulting from material misrepresentation by a compensating party to an indemnified party and the party as a result of a breach of an agreement or guarantee or the non-performance of an agreement by a compensating party or from a material misrepresentation or omission of a certificate, financial statement or tax return provided under this Agreement or 1996, 1996, 1995, 1990, 1990, 1 2. Any holder of a depending certificate or quotas representing shares of XYZ has the right, at any time and from time to time after the date of the merger, to obtain one or more certificates in exchange for one or more certificates from the office of a stock exchange representative of the surviving company, designated by the board of directors of the surviving company; which represent the number of Series ABC shares in series $__ Preferred Shares into which the XYZ shares represented by the issued quota(s) have been converted in accordance with paragraph 1. The surviving corporation does not pay a dividend to holders of outstanding certificates representing shares of XYZ, but, upon the expected return and exchange, the record holder of the ABC series certificate or certificates of preferred shares of series $_______ issued in exchange for shares is paid for each of those ABC preferred shares of series $____ corresponding to all dividends that have been paid or are payable to holders. ABC Preferred Shares of series $___ between the date of the merger and the date of exchange. (5) All leases with an annual rent greater than $_____ that are now held by it are now in good condition and will not be contestable or not because of a delay on the day of the amalgamation; 3. The first senior officers of the surviving corporation, who hold office until the election or appointment of their successors and must be qualified or, as provided for in other provisions of their articles, are the senior officers of ABC just prior to the date of the merger. . .