Company Jurisdiction. Pasture Genetics Pty Ltd Australia Seed Holding, LLC Nevada Stevia California, LLC California S&W Seed Holdings Australia Pty Ltd Australia S&W Seed Company Australia Pty Ltd Australia Seed Vision (PTY) LTD South Africa Sorghum Solutions South Africa (PTY) LTD South Africa S&W Seed Hungary Korlátolt Felelősségű Társaság (KFT) Hungary EXHIBIT 7(1) Form of Representation Date Certificate ___________, 20___ This Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(l) of the At Market Issuance Sales Agreement (the “Agreement”), dated September 23, 2020, and entered into between S&W Seed Company (the “Company”) and B. Xxxxx Securities, Inc. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. The Company hereby certifies as follows:
Company Jurisdiction. Lineage AUS RE Holdings, LLC Delaware Lineage Logistics Canada Holdings, LLC Delaware Lineage Foodservice Solutions, LLC Delaware Lineage Logistics AFS, LLC Delaware Lineage Logistics HCS, LLC Delaware Lineage Logistics PFS, LLC Delaware Lineage Logistics SCS, LLC Delaware Lineage Logistics Services, LLC Delaware Lineage Logistics, LLC Delaware Lineage Manufacturing, LLC Delaware Lineage Redistribution, LLC Delaware Lineage Transportation, LLC Delaware New Orleans Cold Storage and Warehouse Company, LLC Delaware NOCS South Atlantic Cold Storage & Warehouse, LLC Delaware NOCS West Gulf, LLC Delaware Other US Obligor Affiliates Company Jurisdiction Lineage Customs Brokerage, LLC Washington Preferred Freezer Logistics, LLC New Jersey Foreign Obligor Affiliates Company Jurisdiction Emergent Cold Bidco Pty Ltd Australia Emergent Cold Midco 3 Pty Ltd. Australia Emergent Cold Pty Ltd Australia Lineage AUS TRS Pty Ltd Australia Lineage Danish Bidco ApS Denmark Lineage UK Holdings Limited Guernsey SCHEDULE B (TO FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT) Lineage Dutch Bidco B.V. Netherlands Lineage Dutch Coöperatief U.A. Netherlands Lineage Logistics New Zealand (f/k/a Emergent Cold) New Zealand Lineage NZ TRS Limited New Zealand Lineage Norway Holdings I AS Norway Lineage UK T&F Holdings Limited England & Wales Lineage Logistics ORS Ltd. Ontario, Canada Lineage Logistics ORS TRS LP Ontario, Canada Lineage Logistics Singapore Pte. Ltd. Singapore Lineage Logistics Singapore Intermediate Holdings Pte. Ltd. Singapore EXHIBIT 1 [Attached.] EXHIBIT 1 (TO FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT) EXHIBIT 1 AMENDMENT NO. 1 LINEAGE LOGISTICS, LLC LINEAGE TREASURY EUROPE B.V. LINEAGE LOGISTICS HOLDINGS, LLC US$ 300,000,000 2.22% Guaranteed Senior Notes, Series A, due August 20, 2026 US$ 375,000,000 2.52% Guaranteed Senior Notes, Series B, due August 20, 2028 €128,000,000 0.89% Guaranteed Senior Notes, Series C, due August 20, 2026 €251,000,000 1.26% Guaranteed Senior Notes, Series D, due August 20, 2031 £145,000,000 1.98% Guaranteed Senior Notes, Series E, due August 20, 2026 £130,000,000 2.13% Guaranteed Senior Notes, Series F, due August 20, 2028 NOTE PURCHASE AGREEMENT Dated August 20, 2021 and as amended as of September 9, 2022 TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF NOTES 6 SECTION 2. SALE AND PURCHASE OF NOTES; JOINT AND SEVERAL OBLIGORS 7 Section 2.1. Sale and Purchase of Notes 7 Section 2.2. Joint and Several Obligors 7 Section 2.3. Int...
Company Jurisdiction. Enphase Energy Australia Pty. Ltd., an Australian corporation. Enphase Energy Canada, Inc., a Canadian corporation. Enphase Energy S.A.S., a French corporation. Enphase Energy S.r.l., an Italian corporation. Enphase Energy New Zealand Limited, a New Zealand corporation. Enphase Energy UK Limited, a United Kingdom corporation. Enphase Energy NL B.V., a Dutch corporation. EXHIBIT 7(1) Form of Representation Date Certificate , 20 This Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(1) of the At Market Issuance Sales Agreement (the “Agreement”), dated December 23, 2016, and entered into between Enphase Energy, Inc. (the “Company”) and FBR Capital Markets & Co. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. The undersigned, a duly appointed and authorized officer of the Company, having made reasonable inquiries to establish the accuracy of the statements below and having been authorized by the Company to execute this certificate on behalf of the Company, hereby certifies, on behalf of the Company and not in the undersigned’s individual capacity, as follows:
Company Jurisdiction. London Fog Industries, Inc. Department of Assessments and Taxation, MARYLAND Clerk of the Circuit Court, BALTIMORE CITY, Maryland Clerk of the Circuit Court, XXXXXXX COUNTY, Maryland Clerk of the Circuit Court, WASHINGTON COUNTY, Maryland Secretary of the Commonwealth, MASSACHUSETTS Registry of Deeds, BARNSTABLE COUNTY, Massachusetts Clerk of the Town, BOURNE, Massachusetts Clerk of the Town, SAGAMORE, Massachusetts Registry of Deeds, BERKSHIRE COUNTY, Massachusetts Clerk of the Town, LENOX, Massachusetts Registry of Deeds, BRISTOL COUNTY, Massachusetts Clerk of the Town, FALL RIVER, Massachusetts Clerk of the Town, NEW BEDFORD, Massachusetts Clerk of the Town, TAUNTO, Massachusetts Secretary of State, NEW YORK COMPANY JURISDICTION County Clerk, CLINTON COUNTY, New York London Fog Industries, Inc. County Clerk, DUCHESS COUNTY, New York County Clerk, NIAGARA COUNTY, New York County Clerk, ONEIDA COUNTY, New York County Clerk, ORANGE COUNTY, New York County Clerk, STEUBEN COUNTY, New York County Clerk, XXXXXXXX COUNTY, New York County Clerk, XXXXXX COUNTY, New York City Register, NEW YORK COUNTY, New York Secretary of State, TENNESSEE Clerk of CUMBERLAND COUNTY, Tennessee Secretary of State, TEXAS Clerk of XXXX COUNTY, Texas Secretary of Commonwealth, VIRGINIA State Corporation Commission, VIRGINIA Clerk of the Circuit Court, AUGUSTA COUNTY, Virginia COMPANY JURISDICTION Clerk of the Circuit Court, XXXXX CITY COUNTY, Virginia London Fog Industries, Inc. Clerk of the Circuit Court, PRINCE XXXXXXX COUNTY, Virginia Clerk of the Circuit Court, WYTHE COUNTY, Virginia Secretary of State, WASHINGTON Patent and Trademark Filings UCC filings and filing of the Borrower Patent and Trademark Security Agreement with the United States Patent and Trademark Office. Other Actions None. Schedule 4 LOCATION OF INVENTORY AND EQUIPMENT Item Location EXHIBIT F AMENDED AND RESTATED SUBSIDIARY GUARANTEE AMENDED AND RESTATED SUBSIDIARY GUARANTEE, dated as of February 27, 1998, made by each of the corporations that are signatories hereto (the "Guarantors"), in favor of IBJ Xxxxxxxx Bank & Trust Company as trustee (in such capacity, the "Trustee") for the Holders under, and as defined in, the Indenture, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Indenture"), between London Fog Industries, Inc., a Delaware corporation (the "Company"), and the Trustee.
Company Jurisdiction. Kinergy Marketing LLC Oregon Pacific Ag. Products, LLC California Pacific Ethanol Development, LLC Delaware PE Op Co. Delaware Pacific Ethanol West, LLC Delaware Pacific Ethanol Columbia, LLC Delaware Pacific Ethanol Madera LLC Delaware Pacific Ethanol Magic Valley, LLC Delaware Pacific Ethanol Stockton LLC Delaware Pacific Ethanol Central, LLC Delaware Pacific Ethanol Canton, LLC Delaware Pacific Ethanol Pekin, LLC Delaware Pacific Aurora, LLC(1) Delaware Pacific Ethanol Aurora East, LLC(1) Delaware Pacific Ethanol Axxxxx Xxxx, LLC(1) Delaware
Company Jurisdiction. New Age Beverages, LLC Colorado NABC Properties, LLC Colorado NABC, Inc. Colorado New Age Health Sciences, Inc. Nevada SCHEDULE 6(o) The Company has entered into a Registration Rights Agreement with Marley Beverage Company, LLC and the parties signatory thereto granting each of the parties registration rights. EXHIBIT 7(1) Form of Representation Date Certificate ___________, 20___ This Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(1) of the At Market Issuance Sales Agreement (the “Agreement”), dated March 23, 2018, and entered into between New Age Beverage Corporation (the “Company”) and B. Xxxxx XBR, Inc. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. The Company hereby certifies as follows:
Company Jurisdiction. The Parties agree to convert and domicile the Company as a Delaware limited liability company before, on or promptly following the Closing Date.
