BUSINESS WHERE MAJOR. LIMITED PARTNERS OPERATE. Subsequently, the Limited Partnership may carry on the Business in those Canadian cities listed in Schedule C, as amended from time to time, where both Major Limited Partners operate.
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AS WITNESS WHEREOF the hands of the have hereunto executed this Agreement on the day and year first above written. CYTOMED THERAPEUTICS PTE LTD SIGNED by ) for and on behalf of ) /s/ Choo Chee Kong in the presence of :- ) ………...………………………. Name: Choo Chee Kong Director [*****] [*****] /s/ [*****] THE SUBSCRIBER SIGNED by ) /s/ SHU FAN FXXXX XXX in the presence of :- ) /s/ [*****] [*****] DATED 27 JUNE 2021 RXXXXX XXXXXXXX XXXXX (THE SUBSCRIBER) AND CYTOMED THERAPEUTICS PTE LTD (THE COMPANY) SUBSCRIPTION AGREEMENT RELATING TO SHARES IN THE CAPITAL OF CYTOMED THERAPEUTICS PTE LTD
Business With Cuba The Company has complied with all provisions of Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida) relating to doing business with the Government of Cuba or with any person or affiliate located in Cuba.
As Is, Where Is PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO PURCHASER AND PURCHASER AGREES TO PURCHASE AND ACCEPT THE PROPERTY, AND EACH AND EVERY PART AND COMPONENT THEREOF, IN AN “AS IS, WHERE IS” CONDITION AS OF THE CLOSING WITH NO REPRESENTATIONS OR WARRANTIES FROM SELLER, EITHER EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER AGREES THAT PURCHASER IS NOT RELYING UPON, AND HAS NOT RECEIVED OR BEEN GIVEN, ANY REPRESENTATIONS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), STATEMENTS OR WARRANTIES (ORAL OR WRITTEN, IMPLIED OR EXPRESS) OF OR BY ANY OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, OR ANY SALESPERSON OR BROKER (IF ANY) INVOLVED IN THIS TRANSACTION, AS TO THE PROPERTY OR ANY PART OR COMPONENT THEREOF IN ANY RESPECT, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS, STATEMENTS OR WARRANTIES AS TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR USE AS A HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE BUILDING, ZONING, SUBDIVISION, ENVIRONMENTAL, LIFE SAFETY OR LAND USE LAWS, CODES, ORDINANCES, RULES, ORDERS, OR REGULATIONS, OR THE STATE OF REPAIR OF THE PROPERTY, AND PURCHASER, FOR ITSELF AND ITS HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, WAIVES ANY RIGHT TO ASSERT ANY CLAIM OR DEMAND AGAINST SELLERS AT LAW OR IN EQUITY RELATING TO ANY SUCH MATTER, WHETHER LATENT OR PATENT, DISCLOSED OR UNDISCLOSED, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER ARISING. EXCEPT FOR ANY TITLE OR SURVEY MATTERS CREATED SOLELY BY SELLER IN VIOLATION OF THIS AGREEMENT, PURCHASER AGREES THAT IT SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLER, AT LAW OR IN EQUITY, SHOULD THE SURVEY OR THE TITLE INSURANCE COMMITMENTS OR THE TITLE POLICIES FAIL TO DISCLOSE ANY MATTER AFFECTING THE PROPERTY OR REVEAL ANY SUCH MATTER IN AN INACCURATE, MISLEADING OR INCOMPLETE FASHION OR OTHERWISE BE IN ERROR. PURCHASER ACKNOWLEDGES THAT IT SHALL REVIEW THE SURVEY AND THE TITLE INSURANCE COMMITMENTS (AS SAME MAY BE MARKED AT CLOSING) AND TO DISCUSS THEIR CONTENTS WITH THE INDEPENDENT CONTRACTORS WHO PREPARED OR ISSUED EACH OF THEM. PURCHASER ACCORDINGLY AGREES TO LOOK SOLELY TO THE PREPARER OF THE SURVEY AND THE ISSUER OF THE TITLE INSURANCE COMMITMENTS AND TITLE POLICIES FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH SUCH INSTRUMENTS AND HEREBY RELEASES SELLERS FROM ANY SUCH CLAIM (EXCEPT FOR ANY CLAIM THAT SELLERS AGREE TO CURE AS SET FORTH IN THIS AGREEMENT). Purchaser recognizes that the Hotel and Personal Property are not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed hotel by presently effective federal, state and local building, plumbing, electrical, fire, health, handicap, environmental and life safety laws, codes, ordinances, rules, orders and/or regulations (collectively, the “building codes”). The Hotel and other improvements on the Land may contain substances or materials no longer permitted to be used in newly constructed buildings including, without limitation, asbestos or other insulation materials, lead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed building. Purchaser has had the opportunity, as set forth in Section 2.4, to review the results of such investigations and inspections of the Property as Purchaser deemed necessary with respect to all such matters. Purchaser agrees to accept and shall the Property in an “AS-IS, WHERE IS” condition and at Closing to accept and assume the risk of noncompliance of the Property with all such building codes. Except with respect to those representations set forth in Article III hereof, Purchaser waives any right to excuse (except as specifically set forth in this Agreement) or delay performance of its obligations under this Agreement or to assert any claim against Sellers (before or after Closing) arising out of any failure of the Property to comply with any such building codes.
WITNESS WHEREOF the parties hereto have caused this Addendum to be executed as of the date first written above. “DEALER MANAGER” BLACKSTONE ADVISORY PARTNERS L.P. By: Name: Title: “DEALER” (Print Name of Dealer) By: Name: Title: SCHEDULE II TO SELECTED DEALER AGREEMENT WITH BLACKSTONE ADVISORY PARTNERS L.P. NAME OF ISSUER: BLACKSTONE REAL ESTATE INCOME TRUST, INC. NAME OF DEALER: SCHEDULE TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, Servicing Fees, and other payments due to it pursuant to the Selected Dealer Agreement to its bank account specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager deposits funds erroneously into Dealer’s account, the Dealer Manager is authorized to debit the account with no prior notice to Dealer for an amount not to exceed the amount of the erroneous deposit. Bank Name: Bank Address: Bank Routing Number: Account Number: “DEALER” (Print Name of Dealer) By: Name: Title: Date:
IN WITNESS WHEREFORE the parties have signed this Agreement on the date first written above. COMPANY: HORIZON THERAPEUTICS PLC and HORIZON THERAPEUTICS USA, INC. By: Title: Chairman, President & CEO Print Name: Xxxxxxx X. Xxxxxxx Signature: /s/ Xxxxxxx X. Xxxxxxx As authorized agent of the Company EXECUTIVE: XXXXX XXXXX /s/ Xxxxx Xxxxx Xxxxx Xxxxx, individually EXHIBIT A RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in Section 4.4 of the Executive Employment Agreement dated , (the “Employment Agreement”), to which this form is attached, I, Xxxxx Xxxxx, hereby furnish Horizon Therapeutics, plc and Horizon Therapeutics USA, Inc. (together the “Company”), with the following release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring relating to my employment or the termination thereof prior to my signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the Illinois Human Rights Act, the Illinois Equal Pay Act, the Illinois Religious Freedom Restoration Act, and the Illinois Genetic Information Privacy Act. Notwithstanding the foregoing, this Release and Waiver, shall not release or waive my rights: to indemnification under the articles and bylaws of the Company or applicable law; to coverage under any D&O or other similar insurance policy; to payments under Sections of the Employment Agreement; under any provision of the Employment Agreement that survives the termination of that agreement; under any applicable workers’ compensation statute; under any option, restricted share or other agreement concerning any equity interest in the Company; as a shareholder of the Company or any other right that is not waivable under applicable law. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; and (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired unexercised. If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier). I acknowledge my continuing obligations under my Confidential Information and Inventions Agreement dated , . Pursuant to the Confidential Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the payments and other benefits I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Confidential Information and Inventions Agreement. This Release and Waiver, including my Confidential Information and Inventions Agreement dated , , constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company. Date: By:
IN WITNESS WHERE OF this Agreement has been executed by the parties as at the date first above written. VIBRO-TECH INDUSTRIES, INC. By: /s/ Xxxx XxxXxxxxx Xxxx XxxXxxxxx, Secretary Signed, Sealed and Delivered by Xxxxxxx ) Chow in the presence of: ) ) /s/ Xxxx XxxXxxxxx ) Xxxx XxxXxxxxx ) 000-0000 Xxxx Xxxxxx Xxxxxx ) /s/ Xxxxxxx Xxxx Xxxxxxxxx, X.X. X0X 0X0 ) XXXXXXX XXXX
XX WITNESS WHEREOF each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. FIRST DATA CORPORATION, as Borrower By: Name: Title:
N WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their respective officers or representatives thereunto duly authorized, as of the date first above written. CATERPILLAR INC. By Name: Xxxxxx X. Xxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By Name: Xxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR INTERNATIONAL FINANCE LIMITED By Name: Xxxxx X. Xxxxxxxx Title: Director CATERPILLAR FINANCE CORPORATION By Name: Xxxxx X. Xxxxxxxx Title: Director CITIBANK, N.A., as Agent By Name: Title: CITIBANK INTERNATIONAL PLC, as Local Currency Agent By Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Japan Local Currency Agent By Name: Title: Banks CITIBANK, N.A. By Name: Title: Domestic Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Eurocurrency Lending Office: Citibank, N.A. 0000 Xxxxx Xx., Building No. 3 New Castle, Delaware 19720 Attention: Xxxxx Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 [BANK] By Name: Title: Domestic Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] Eurocurrency Lending Office: [________] [________] [________] Attention: [________] Phone: [________] Fax: [________] SCHEDULE I COMMITMENTS BANK COMMITMENT REVOLVING CREDIT COMMITMENT Citibank, N.A. $363,000,000.00 $338,500,000.00 Bank of America, N.A. $363,000,000.00 $363,000,000.00 JPMorgan Chase Bank, N.A. $363,000,000.00 $338,500,000.00 Barclays Bank PLC $286,000,000.00 $266,000,000.00 Société Générale $286,000,000.00 $266,000,000.00 The Bank of Tokyo – Mitsubishi UFJ, Ltd. $286,000,000.00 $286,000,000.00 The Royal Bank of Scotland plc $286,000,000.00 $266,000,000.00 Australia and New Zealand Banking Group Limited $176,000,000.00 $176,000,000.00 Xxxxxxx Xxxxx Bank USA $176,000,000.00 $176,000,000.00 Royal Bank of Canada $176,000,000.00 $165,000,000.00 Toronto Dominion (Texas) LLC $176,000,000.00 $176,000,000.00 Commerzbank AG, New York and Grand Cayman Branches $132,000,000.00 $123,500,000.00 BNP Paribas $132,000,000.00 $121,500,000.00 Deutsche Bank AG, New York Branch $132,000,000.00 $132,000,000.00 HSBC Bank USA, National Association $132,000,000.00 $132,000,000.00 ING Bank N.V., Dublin Branch $132,000,000.00 $132,000,000.00 Lloyds TSB Bank plc $132,000,000.00 $124,500,000.00 U.S. Bank National Association $132,000,000.00 $132,000,000.00 Banco Bilbao Vizcaya Argentaria, S.A., New York Branch $110,000,000.00 $110,000,000.00 The Northern Trust Company $99,000,000.00 $99,000,000.00 KBC Bank NV, New York Branch $66,000,000.00 $62,500,000.00 Standard Chartered Bank $66,000,000.00 $66,000,000.00 China Construction Bank Corporation, New York Branch $55,000,000.00 $55,000,000.00 The Bank of New York Mellon $55,000,000.00 $55,000,000.00 Industrial and Commercial Bank of China Limited, New York Branch $44,000,000.00 $44,000,000.00 Westpac Banking Corporation $44,000,000.00 $44,000,000.00 TOTAL $4,400,000,000.00 $4,250,000,000.00 SCHEDULE II COMMITMENT FEE, CDS CAP, CDS FLOOR GRID Basis for Pricing Xxxxx 0 Xxxxx XX Xxxxx XXX Level IV Level V If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least AA- by Standard & Poor’s or at least Aa3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A+ by Standard & Poor’s or at least A1 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A by Standard & Poor’s or at least A2 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated at least A- by Standard & Poor’s or at least A3 by Moody’s If the long-term senior, unsecured debt of Caterpillar or CFSC, as applicable, is rated lower than Level IV by Standard & Poor’s and Moody’s Commitment Fee Rate 0.050% 0.060% 0.070% 0.100% 0.150% CDS Floor 0.150% 0.200% 0.250% 0.500% 0.750% CDS Cap 0.750% 0.875% 1.000% 1.250% 1.500% SCHEDULE 4.01(h)
IT WITNESS WHEREOF the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written. ADVANTUS CORNERSTONE FUND, INC. By -------------------------------------------- Xxxxxxx X. Xxxxxxxx, President Attest ------------------------------------------ Xxxxxxxxx X. Xxxxxxxxx, Treasurer THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY By ---------------------------------------------- Xxxxxx X. Xxxxxxx, Executive Vice President Attest ------------------------------------------ Xxxxxx X. Xxxxxxxxx, Senior Vice President, General Counsel and Secretary ADVANTUS CAPITAL MANAGEMENT, INC. By ---------------------------------------------- Xxxxxxx X. Xxxxxxxx, President Attest ------------------------------------------ Xxxxxxx X. Xxxxxxxx, Second Vice President - Equity Investments SCHEDULE A TO THE SHAREHOLDER AND ADMINISTRATIVE SERVICES AGREEMENT FOR ADVANTUS CORNERSTONE FUND, INC. (As amended July 21, 1999 and effective August 1, 1999) Minnesota Life shall receive, as compensation for its accounting, auditing, legal and other administrative services pursuant to this Agreement, a monthly fee determined in accordance with the following table: Monthly Administrative Services Fee ------------ $6,200.00 The above monthly fees shall be paid to Minnesota Life not later than five days following the end of each calendar quarter in which said services were rendered.
IN WITNESS WHEROF the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized as of the date first above written: ATTEST: XXXX XXXXX PROPERTIES, INC. By: By: ATTEST: CORPORATIONS LISTED ON EXHIBIT A HERETO By: By: EXHIBIT A Xxxx Xxxxx Partners Aggressive Growth Fund, Inc. Xxxx Xxxxx Partners Lifestyle Series, Inc. Xxxx Xxxxx Partners Lifestyle Balanced Fund Xxxx Xxxxx Partners Lifestyle Conservative Fund Xxxx Xxxxx Partners Lifestyle Growth Fund Xxxx Xxxxx Partners Lifestyle High Growth Fund Xxxx Xxxxx Partners Lifestyle Income Fund Xxxx Xxxxx Partners Appreciation Fund, Inc. Xxxx Xxxxx Partners Arizona Municipals Fund, Inc. Xxxx Xxxxx Partners California Municipals Fund, Inc. Xxxx Xxxxx Partners Core Plus Bond Fund, Inc. Xxxx Xxxxx Partners Equity Funds Xxxx Xxxxx Partners Social Awareness Fund Xxxx Xxxxx Partners Fundamental Value Fund, Inc. Xxxx Xxxxx Partners Funds, Inc. Xxxx Xxxxx Partners Large Cap Value Fund Xxxx Xxxxx Partners Short-Term Investment Grade Bond Fund Xxxx Xxxxx Partners U.S. Government Securities Fund Xxxx Xxxxx Partners Investment Funds, Inc. Xxxx Xxxxx Partners Government Securities Fund Xxxx Xxxxx Partners Xxxxxxxxxx Global Value Fund Xxxx Xxxxx Partners Investment Grade Bond Fund Xxxx Xxxxx Partners Multiple Discipline Funds All Cap and International Xxxx Xxxxx Partners Multiple Discipline Funds All Cap Growth and Value Xxxx Xxxxx Partners Multiple Discipline Funds Balanced All Cap Growth and Value Xxxx Xxxxx Partners Multiple Discipline Funds Global All Cap Growth and Value Xxxx Xxxxx Partners Multiple Discipline Funds Large Cap Growth and Value Xxxx Xxxxx Partners Real Return Strategy Fund Xxxx Xxxxx Partners Small Cap Growth Fund Xxxx Xxxxx Partners Small Cap Value Fund Xxxx Xxxxx Partners Managed Municipals Fund, Inc. Xxxx Xxxxx Partners New Jersey Municipal Funds, Inc. Xxxx Xxxxx Partners Sector Series, Inc. Xxxx Xxxxx Partners Financial Services Fund Xxxx Xxxxx Partners Health Sciences Fund Xxxx Xxxxx Partners Technology Fund Xxxx Xxxxx Partners Small Cap Core Fund, Inc. Xxxx Xxxxx Partners World Fund, Inc. Xxxx Xxxxx Partners Inflation Management Fund Xxxx Xxxxx Partners International All Cap Growth Fund Xxxx Xxxxx Partners Lifestyle Series, Inc. Xxxx Xxxxx Partners Variable Lifestyle Balanced Portfolio Xxxx Xxxxx Partners Variable Lifestyle Growth Portfolio Xxxx Xxxxx Partners Variable Lifestyle High Growth Portfolio Xxxx Xxxxx Partners Variable Portfolios I, Inc. Xxxx Xxxxx Partners Variable All Cap Portfolio Xxxx Xxxxx Partners Variable High Yield Bond Portfolio Xxxx Xxxxx Partners Variable Investors Portfolio Xxxx Xxxxx Partners Variable Large Cap Growth Portfolio Xxxx Xxxxx Partners Variable Small Cap Growth Portfolio Xxxx Xxxxx Partners Variable Strategic Bond Portfolio Xxxx Xxxxx Partners Variable Total Return Portfolio Xxxx Xxxxx Partners Variable Portfolios III, Inc. Xxxx Xxxxx Partners Variable Adjustable Rate Income Portfolio Xxxx Xxxxx Partners Variable Aggressive Growth Portfolio Xxxx Xxxxx Partners Variable High Income Portfolio Xxxx Xxxxx Partners Variable International All Cap Growth Portfolio Xxxx Xxxxx Partners Variable Large Cap Growth Portfolio Xxxx Xxxxx Partners Variable Large Cap Value Portfolio Xxxx Xxxxx Partners Variable Mid Cap Core Portfolio Xxxx Xxxxx Partners Variable Money Market Portfolio
