Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles thereunder. This Agreement may be signed in various counterparts, which together shall constitute one and the same instrument. This Agreement shall be effective when, but only when, at least one counterpart hereof shall have been executed on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby.
Applicable Law; Counterparts. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of law. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument.
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor and the Underwriter. Very truly yours, COLONIAL MUNICIPAL INCOME TRUST By:____________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:
a. The Trust is a business trust duly organized and validly existing in good standing under the laws of the Commonwealth of Massachusetts with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to issue and sell the Shares as contemplated by the Underwriting Agreement;
b. The Shares have been duly authorized and, when issued and delivered to the Underwriter against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights and will conform to the description thereof in the Registration Statement and the Prospectus; the Certificate evidencing the Shares complies with all requirements of Massachusetts law; and the relative rights, interests, powers and preferences of the Shares, and the obligation of the Trust to redeem such Shares upon the terms and conditions set forth in the By-Laws, are legal, valid, binding and enforceable under Massachusetts law;
c. The Shares conform in all material respects with the statements conc...
Applicable Law; Counterparts. This Agreement shall be ---------------------------- governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Selling Stockholder and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, TRINET GROUP, INC. By: ________________________________________ Xxxxxx Xxxxxxx, President THE SELLING STOCKHOLDER: By: ________________________________________ Attorney-in-Fact By: ________________________________________ Attorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: ________________________________________ Authorized Representative Trinet Group, Inc. Schedule I Number of Firm Name of Underwriter Shares to ------------------- be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated.................. Xxxxxxxxx & Company, Inc............................ Xxxx Xxxxx Xxxx Xxxxxx, Incorporated................ Schedule II Lock-Up Agreements Xxxxxxxxxx, Xxxxxx X. and Xxxxxxx X. Xxxxxxx, Xxxxxx and Xxxxxx, Trustees of the Xxxxxxx Trust dated 7-16-95 Xxxx, Xxxxx Bessemer Venture Partners V XX Xxxxxx Ventures V LP BVE LLC Bessemer Venture Investors II LP Browenstein, Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx XxXxxx, Xxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. and Xxxxxx X., Husband and Wife as Community Property Xxxxxx, Xxxxx X. and Xxxxxx X. Accountancy Corporation Profit Sharing Plan #1 Xxxxxxx, X. Xxxx Transcorp Pension Services CF Xxxxxx G.A. Xxxxx SEP Xxxxx, Xxxxxx G.A. Xxxxxxx, Xxxxx X. Transcorp FBO XxXxxxxxx, Xxxxxxx X. XxXxxxxx, Xxxxx Xxxxx Trustee Limited Xxxxxxxx, Xxx and Xxxxxxx, Trust...
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York.
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company and the several Managers. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James R. Brown Name: Jamxx X. Xxxxx Title: Vixx Xxxxxxxxx Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, NAME OF COMPANY By ------------------------------ Xxxxxxx X. Xxxxxx Xx. Chairman of the Board & Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By ------------------------------ Attorney-in-Fact By ------------------------------ Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. XXXXX XXXXXX INC. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION BT SECURITIES CORPORATION As Representatives of the Several Underwriters By XXXXX XXXXXX INC. By -------------------------- Managing Director SCHEDULE I NAME OF COMPANY Part A - Firm Shares -------------------------- Number of Selling Stockholders Firm Shares -------------------- -----------
Applicable Law; Counterparts. This Agreement shall be ---------------------------- governed by and construed in accordance with the internal laws of the State of New York without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto.
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to choice of law principles thereunder. This Agreement may be signed in various counterparts, which together shall constitute one and the same instrument. This Agreement shall be effective when, but only when, at least one counterpart hereof shall have been executed on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby.
