RATES FOR NEW JOBS When a new job is placed in a unit and cannot be properly placed in an existing classification, the Employer will notify the Union prior to establishing a classification and rate structure. In the event the Union does not agree that the description and rate are proper, it shall be subject to negotiation. The Employer will consult with the Union as to whether or not such new job is within the bargaining unit.
Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)
TERM AND SCOPE OF THE CIA A. The period of the compliance obligations assumed by Progenity under this CIA shall be five years from the effective date of this CIA. The “Effective Date” shall be the date on which the final signatory of this CIA executes this CIA. Each one-year period, beginning with the one-year period following the Effective Date, shall be referred to as a “Reporting Period.”
B. Sections VII, X, and XI shall expire no later than 120 days after OIG’s receipt of: (1) Progenity’s final annual report; or (2) any additional materials submitted by Progenity pursuant to OIG’s request, whichever is later.
C. The scope of this CIA shall be governed by the following definitions:
Further Definitions The following terms have the meaning set forth in the Sections set forth below: Action § 4.09 Agreement Preamble Alternative Transaction § 7.05(a) Antitrust Laws § 7.13(a) BCAC Preamble BCAC Board Recitals BCAC Closing Statement § 3.06(b)
(a) BCAC Proposals § 7.01(a) BCAC SEC Reports § 5.07(a) BCAC Stockholders’ Meeting § 7.01(a) Blue Sky Laws § 4.05(b) Business Combination Proposal § 7.05(b) Certificate of Merger § 2.02(a) Certificates § 3.02(b) Claims § 6.03 Closing § 2.02(b) Closing Date § 2.02(b) CMS § 4.25(a) Code § 3.02(b) Company Preamble Company Board Recitals Company Disclosure Schedule Article IV Company Permits § 4.06 Company Share Awards § 4.03(a) Company Stockholder Approval § 4.18 Confidentiality Agreement § 7.04(b) Continuing Employees § 7.06(c) Contribution § 4.13(e) Data Security Requirements § 4.13(g) DGCL Recitals Dissenting Shares § 3.05(a) Effective Time § 2.02(a) Environmental Permits § 4.15 Equity Plan § 7.06(a) Equity Purchase Agreement Recitals ERISA § 4.10(a) ERISA Affiliate § 4.10(b) Estimated Closing Statement § 3.06(a) Exchange Act § 4.21 Exchange Agent § 3.02(a) Exchange Fund § 3.02(a) Exchanged Option § 3.01(d) Financial Statements § 4.07(b) GAAP § 4.07(a)
(a) Initial Post-Closing BCAC Directors § 2.05(b) Insurance Policies § 4.17(a) IRS § 4.10(a) Intended Tax Treatment Recitals Ladenburg § 5.12 Lease § 4.12(b) Lease Documents § 4.12(b) Letter of Transmittal § 3.02(b) Lincoln Park Recitals Material Contracts § 4.16(a) Merger Recitals Merger Sub Preamble Merger Sub Board Recitals Merger Sub Common Stock § 5.03(b) OIG § 4.25(a) Outside Date § 9.01(b) Outstanding BCAC Transaction Expenses § 3.04(b) Outstanding Company Transaction Expenses § 3.04(a) PCAOB Financial Statements § 7.14 Per Share Merger Consideration § 3.01(a) Plans § 4.10(a) Prior Financial Statements § 4.07(a) Private Placements Recitals Proxy Statement § 7.01(a) Registration Rights and Lock-Up Agreement Recitals Registration Statement § 7.01(a) Remedies Exceptions § 4.04 Representatives § 7.04(a) SEC § 5.07(a) Securities Act § 5.07(a) Stockholder Support Agreement Recitals Subscription Agreement Recitals Surviving Corporation § 2.01 Tax § 4.14(v) Tax Return § 4.14(v) Terminating BCAC Breach § 9.01(g) Terminating Company Breach § 9.01(f) Top Supplier § 4.22(a) Transfer Agent Cancellation § 3.02(b) Trust Account § 5.13 Trust Agreement § 5.13 Trust Fund § 5.13 Trustee § 5.13 Unaudited Balance Sheets § 4.07(b) WARN Act § 4.11(c) Written Consent § 7.03
No New Liens (a) Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that:
(i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and
(ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien.
(b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that:
(i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and
(ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien.
(c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that:
(i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and
(ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien.
(d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.
OTHER IMPORTANT TERMS 19.1 Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking of this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you do not pay us an amount when it is due and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date.
19.2 If a court finds part of this Agreement illegal, the rest will continue in force. Each of the sections of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.
19.3 We may transfer this agreement to someone else. We may transfer our rights and obligations under this Agreement to another organisation including within our group of companies. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may end our Agreement by closing your Profile by contacting us via the details set out in section 10.4.
19.4 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under this Agreement to another person if we expressly agree to this in writing. We may not be able to agree to this as doing so may likely put us in breach of our legal and regulatory obligations (including our obligations to comply with anti-money laundering laws).
19.5 Other people that may have rights under this contract. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in sections 13 (Compensation you may owe us).
19.6 The meaning of certain words and phrases not defined elsewhere:
Scope and Definitions 1. The provisions of this Chapter shall apply to standards, technical regulations, and conformity assessment procedures as defined in the WTO TBT Agreement in so far as they affect trade covered by this Agreement.
2. For the purposes of this Chapter, the definitions used by the WTO TBT Agreement shall apply.
NOW IT IS HEREBY AGREED AS FOLLOWS Words and expressions defined in the Principal Agreement when used in this Agreement have, unless the context otherwise requires, the same meanings as are ascribed to them in the Principal Agreement and the provisions of clause 2 of the Principal Agreement as to the interpretation thereof shall apply to this Agreement.
Introductory Toyota Leasing, Inc., a California corporation (the “Seller”) and a wholly owned subsidiary of Toyota Motor Credit Corporation, a California corporation (“TMCC”), proposes to issue $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $[______] aggregate principal amount of [___]% Asset Backed Notes, Class B (the “Class B Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”) and non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”) of the Toyota Auto Lease Trust 20[__]-[__] (the “Trust”). Pursuant to the terms hereof, the Seller agrees to sell to each of the several underwriters named in Schedule I hereto (the “Underwriters”) a portion of each of the [describe the classes of underwritten notes] (the “Underwritten Notes”) in the respective amount listed on Schedule I hereto. The Seller, TMCC or one or more of its affiliates initially will retain [[describe the classes of retained notes] that are not Underwritten Notes and] the Certificates, which will not be sold hereunder. [__________],[__________] and [__________] will act as representatives for the Underwriters, and in such capacities shall herein be the “Representatives”. The assets of the Trust will include, among other things, a special unit of beneficial interest issued by the Toyota Lease Trust (the “Titling Trust”) which entitles the holder thereof to lease payments generated by a portfolio of retail lease contracts owned by the Titling Trust and the proceeds from the sale of the motor vehicles (or equivalent cash amounts substituted under a vehicle like-kind exchange program) leased under those contracts, and certain monies received thereunder after the close of business on [_____] (the “Cutoff Date”). The Notes will be issued pursuant to the Indenture to be dated as of [_____] (the “Indenture”), between the Trust and [_____] (the “Indenture Trustee”). TMCC has caused the Seller to form the Trust pursuant to a trust agreement, as amended and restated by the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of [_____], [among]/[between] the Seller [and] [______], a [____], as owner trustee (the “Owner Trustee”) [and [______], a [____], as Delaware trustee (the “Delaware Trustee”)]. TMCC, as administrator (in such capacity, the “Administrator”) will perform certain administrative tasks on behalf of the Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the “Administration Agreement”) dated as of [_____] among the Trust, the Indenture Trustee and the Administrator. The Titling Trust was created to take assignments and conveyances of, and to hold in trust, various leases, vehicles and certain related assets (collectively, the “Trust Assets”). The Titling Trust was formed and is governed by an amended and restated titling trust and servicing agreement, dated as of October 1, 1996, as amended or supplemented from time to time (the “Titling Trust Agreement”), among TMCC (in such capacity, the “UTI Beneficiary”), TMTT, Inc., as trustee (the “Titling Trustee”) and U.S. Bank Trust National Association (formerly First Bank National Association), as trust agent (the “Trust Agent”). Pursuant to a supplement of the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties to the Titling Trust Agreement, the Titling Trustee will be directed by the UTI Beneficiary to establish a special unit of beneficial interest to be known as the “[____]-[_] SUBI.” The Titling Trustee will allocate a portfolio consisting of lease agreements (the “[____]-[_] Leases”) and the related specified vehicles (the “[____]-[_] Vehicles”) and certain other related assets to the [____]-[_] SUBI (collectively, the “SUBI Assets”). The SUBI Assets will be serviced by TMCC (in such capacity, the “Servicer”) pursuant to a [____]-[_] SUBI servicing supplement to the Titling Trust Agreement, dated as of the Closing Date (the “SUBI Servicing Supplement” and, together with the Titling Trust Agreement, the “Servicing Agreement”), in each case among the Titling Trustee, the Servicer and the Trust Agent. In connection with the creation of the [____]-[_] SUBI, the Titling Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest in the [____]-[_] SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), between the Seller and the UTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate to the Seller. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”), between the Seller and the Trust, the Seller will sell the SUBI Certificate to the Trust.
Definice Definitions for terms used in this Agreement are in Exhibit B. Definice pojmů používaných v této smlouvě jsou uvedeny v Příloze B.
