SEC Company Response from COMPUTER HORIZONS CORP (CIK 0000023019) — Sep 13, 2005
COMPUTER HORIZONS CORP (CIK 0000023019)
Date: Sept. 13, 2005 · CIK: 0000023019 · Accession: 0001104659-05-043781
AI Filing Summary & Sentiment
Letter
Division of Corporation Finance Attention: Barbara C. Jacobs COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282
Dear Ms. Jacobs:
Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following:
(1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and
(3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/William Murphy
Name: William Murphy
COMPUTER HORIZONS CORP.
49 Old Bloomfield Road
Mountain Lakes, New Jersey
September 8,
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Assistant Director
Re:
COMPUTER HORIZONS CORP.
Preliminary Schedule 14A
Filed September 8, 2005
Commission File No. 0-07282
Dear Ms. Jacobs:
Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following:
(1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and
(3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/Earl L. Mason
Name: Earl L. Mason
COMPUTER HORIZONS CORP.
49 Old Bloomfield Road
Mountain Lakes, New Jersey
September 8,
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Assistant Director
Re:
COMPUTER HORIZONS CORP.
Preliminary Schedule 14A
Filed September 8, 2005
Commission File No. 0-07282
Dear Ms. Jacobs:
Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following:
(1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and
(3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/William M. Duncan
Name: William M. Duncan
COMPUTER HORIZONS CORP.
49 Old Bloomfield Road
Mountain Lakes, New Jersey
September 8,
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Assistant Director
Re:
COMPUTER HORIZONS CORP.
Preliminary Schedule 14A
Filed September 8, 2005
Commission File No. 0-07282
Dear Ms. Jacobs:
Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following:
(1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and
(3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/Eric P. Edelstein
Name: Eric P. Edelstein
COMPUTER HORIZONS CORP.
49 Old Bloomfield Road
Mountain Lakes, New Jersey
September 8,
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Assistant Director
Re:
COMPUTER HORIZONS CORP.
Preliminary Schedule 14A
Filed September 8, 2005
Commission File No. 0-07282
Dear Ms. Jacobs:
Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following:
(1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and
(3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/William M. Marino
Name: William M. Marino
COMPUTER HORIZONS CORP.
49 Old Bloomfield Road
Mountain Lakes, New Jersey
September 8,
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Assistant Director
Re:
COMPUTER HORIZONS CORP.
Preliminary Schedule 14A
Filed September 8, 2005
Commission File No. 0-07282
Dear Ms. Jacobs:
Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following:
(1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and
(3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/Edward Obuchowski
Name: Edward Obuchowski
COMPUTER HORIZONS CORP.
49 Old Bloomfield Road
Mountain Lakes, New Jersey
September 8,
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Assistant Director
Re:
COMPUTER HORIZONS CORP.
Preliminary Schedule 14A
Filed September 8, 2005
Commission File No. 0-07282
Dear Ms. Jacobs:
Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following:
(1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and
(3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/Michael Shea
Name: Michael Shea
COMPUTER HORIZONS CORP.
49 Old Bloomfield Road
Mountain Lakes, New Jersey
September 8,
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Assistant Director
Re:
COMPUTER HORIZONS CORP.
Preliminary Schedule 14A
Filed September 8, 2005
Commission File No. 0-07282
Dear Ms. Jacobs:
Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following:
(1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and
(3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/David Reingold
Name: David Reingold
COMPUTER HORIZONS CORP.
49 Old Bloomfield Road
Mountain Lakes, New Jersey
September 8,
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Assistant Director
Re:
COMPUTER HORIZONS CORP.
Preliminary Schedule 14A
Filed September 8, 2005
Commission File No. 0-07282
Dear Ms. Jacobs:
Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following:
(1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and
(3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/Michael Caulfield
Name: Michael Caulfield
COMPUTER HORIZONS CORP.
49 Old Bloomfield Road
Mountain Lakes, New Jersey
September 8,
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Barbara C. Jacobs
Assistant Director
Re:
COMPUTER HORIZONS CORP.
Preliminary Schedule 14A
Filed September 8, 2005
Commission File No. 0-07282
Dear Ms. Jacobs:
Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following:
(1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and
(3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly
yours,
/s/Lauren Felice
Show Raw Text
CORRESP 1 filename1.htm COMPUTER HORIZONS CORP. 49 Old Bloomfield Road Mountain Lakes, New Jersey 07046 September 8, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Assistant Director Re: COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282 Dear Ms. Jacobs: Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following: (1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and (3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/William Murphy Name: William Murphy COMPUTER HORIZONS CORP. 49 Old Bloomfield Road Mountain Lakes, New Jersey 07046 September 8, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Assistant Director Re: COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282 Dear Ms. Jacobs: Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following: (1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and (3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/Earl L. Mason Name: Earl L. Mason COMPUTER HORIZONS CORP. 49 Old Bloomfield Road Mountain Lakes, New Jersey 07046 September 8, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Assistant Director Re: COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282 Dear Ms. Jacobs: Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following: (1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and (3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/William M. Duncan Name: William M. Duncan COMPUTER HORIZONS CORP. 49 Old Bloomfield Road Mountain Lakes, New Jersey 07046 September 8, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Assistant Director Re: COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282 Dear Ms. Jacobs: Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following: (1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and (3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/Eric P. Edelstein Name: Eric P. Edelstein COMPUTER HORIZONS CORP. 49 Old Bloomfield Road Mountain Lakes, New Jersey 07046 September 8, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Assistant Director Re: COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282 Dear Ms. Jacobs: Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following: (1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and (3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/William M. Marino Name: William M. Marino COMPUTER HORIZONS CORP. 49 Old Bloomfield Road Mountain Lakes, New Jersey 07046 September 8, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Assistant Director Re: COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282 Dear Ms. Jacobs: Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following: (1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and (3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/Edward Obuchowski Name: Edward Obuchowski COMPUTER HORIZONS CORP. 49 Old Bloomfield Road Mountain Lakes, New Jersey 07046 September 8, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Assistant Director Re: COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282 Dear Ms. Jacobs: Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following: (1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and (3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/Michael Shea Name: Michael Shea COMPUTER HORIZONS CORP. 49 Old Bloomfield Road Mountain Lakes, New Jersey 07046 September 8, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Assistant Director Re: COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282 Dear Ms. Jacobs: Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following: (1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and (3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/David Reingold Name: David Reingold COMPUTER HORIZONS CORP. 49 Old Bloomfield Road Mountain Lakes, New Jersey 07046 September 8, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Assistant Director Re: COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282 Dear Ms. Jacobs: Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following: (1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and (3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/Michael Caulfield Name: Michael Caulfield COMPUTER HORIZONS CORP. 49 Old Bloomfield Road Mountain Lakes, New Jersey 07046 September 8, 2005 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Assistant Director Re: COMPUTER HORIZONS CORP. Preliminary Schedule 14A Filed September 8, 2005 Commission File No. 0-07282 Dear Ms. Jacobs: Reference is made to the Preliminary Schedule 14A initially filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2005 by Computer Horizons Corp. (the “Proxy Statement”). The undersigned acknowledges the following: (1) the undersigned is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and (3) the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, /s/Lauren Felice Name: Lauren Felice MORROW & CO., INC. SOLICITATIONS: PROXIES & CONSENTS TENDERS & EXCHANGE OFFERS PROXY CONTESTS STRATEGIC STOCK SURVEILLANCE PRO FORMA VOTING ANALYSES CORPORATE GOVERNANCE CONSULTING EXECUTIVE OFFICE: 445 PARK AVENUE NEW YORK, NY 10022 (212) 754-8000 MIDWESTERN REGION: 39 SOUTH LASALLE STREET CHICAGO, IL 60603 SOUTHERN REGION: 14755 PRESTON ROAD DALLAS, TX 75254 WESTERN REGION: 44 MONTGOMERY STREET SAN FRANSCISO, CA 94104 EUROPE: 1 QUEEN ANNE’S GATE LONDON, U.K SW1H 9BT August 22, 2005 Computer Horizons Corp. 49 Old Bloomfield Avenue Mountain Lakes, NJ 07046-1495 This letter will serve as the agreement under which you will retain us to solicit proxies from shareholders of Computer Horizons Corp. for the Special Meeting of Shareholders called to be held on September 22, 2005. The services we will perform on your behalf will include the preparation in connection with your solicitation, as well as the actual solicitation of proxies from brokers, banks, nominees, non-objecting beneficial owners (NOBOs) and individual holders of record. Our fee for the solicitation will be $150,000.00 and will be earned and due as follows: $75,000.00 upon the signing of our letter of agreement, and $75,000.00 upon the conclusion of the solicitation. In addition, an advance against expenses in the amount of $25,000.00 is due with the signing of this agreement. Additional disbursements, if any, incurred by us on your behalf will be billed on a periodic basis. Included in disbursements will be charges for the telephone solicitation of holders of record and non-objecting beneficial owners (NOBOs). The charge is $8.50 per holder and includes labor, directory assistance and all related telephone expenses (covers up to three rounds of calls). You shall retain Morrow & Co. for the production and placement of all advertising copy approved by you or your legal counsel for use relating to this engagement. The rates charged by Morrow & Co. to you will be the regular open-line rates charged by the selected newspaper for the section the advertisement runs in. You recognize that the material to be published is your sole property and is not the opinion of Morrow & Co. All advertising shall be at your sole authorization and instruction. You agree to indemnify and hold us harmless against any loss, damage, expense (including reasonable legal fees and expenses), liability or claim relating to or arising out of our performance of this agreement except where we, or our employees fail to comply with this agreement; provided, however, that you shall not be obliged to indemnify us or hold us harmless against any such loss, damage, expense, liability, or claim, which results from gross negligence, bad faith or willful misconduct on our part or of any of our employees. At your election you may assume the defense of any such action. We shall advise you in writing of any such liability or claim promptly after receipt of any notice of any action or claim for which we may be entitled to indemnification hereunder. This agreement shall be construed and enforced in accordance with the laws of the State of New York and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of the parties hereto. If any provision of this agreement shall be held illegal, invalid or unenforceable by any court, this agreement shall be construed and enforced as if that provision had not been contained herein and shall be deemed an agreement among us to the full extent permitted by applicable law. This agreement does not include time or services r