Introductory Paragraph—Original THIS GUARANTY (this “Guaranty”), dated as of , 20 , is made by (the “Guarantor”), a organized and existing under the laws of , in favor of Ameren Illinois Company d/b/a Ameren Illinois (the “Guaranteed Party”), a corporation organized and existing under the laws of the State of Illinois. Terms not defined herein shall have the meanings given to them in the [ ] dated , 20 (as amended, modified or extended from time to time, the “Agreement”), between the Guaranteed Party and , a organized and existing under the laws of (the “Counterparty”). This Guaranty is made by Guarantor in consideration for, and as an inducement for the Guaranteed Party to enter into, the Agreement with the Counterparty. Guarantor, subject to the terms and conditions hereof, hereby unconditionally, irrevocably and absolutely guarantees to the Guaranteed Party the full and prompt payment and performance when due, subject to any applicable grace period, of all payment obligations of the Counterparty to the Guaranteed Party arising out of the Agreement. Without limiting the generality of the foregoing, Guarantor further agrees as follows:
Further to Chapter 13 (Transparency): (a) each Party shall maintain or establish appropriate mechanisms for responding to inquiries from interested persons regarding its laws and regulations relating to the subject matter of this Chapter; (9) (b) at the time it adopts final laws and regulations relating to the subject matter of this Chapter, each Party shall, to the extent possible, including upon request, take into consideration of substantive comments received from interested persons with respect to the proposed laws and regulations; and (c) to the extent possible, each Party shall allow a reasonable period of time between publication of final laws and regulations and their effective date.
FURTHER TERMS For a period of three years following the date hereof, Buyer shall not contact Seller's employees, customers, landlords, or suppliers, or otherwise observe or monitor the Business, without Seller's consent; nor shall Buyer directly or indirectly solicit for employment any employees of Seller. Seller and Xxxxxx's successors, and Broker if applicable, are specifically intended to be beneficiaries of the duties and obligations of this Agreement and may prosecute any action at law or in equity necessary to enforce its terms and conditions as though a party hereto. This Agreement can only be modified in writing, signed by both Xxxxx and Seller. Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach. This Agreement supersedes all prior understandings or agreements between the parties with respect to its subject matter. This Agreement shall be construed under and governed by the laws of the State of the State of California. The venue for any action instituted to enforce any terms of the Agreement shall be in the County and State where Seller’s principal placed of business located. Buyer acknowledges that it would be extremely difficult to measure the amount of damages to Seller and/or Broker arising from a breach or threatened breach of any provision of this Agreement, and that money damages would be an inadequate remedy. Seller and/or Broker shall be entitled to temporary and permanent injunctive relief to restrain the Buyer from any such breach or threatened breach. This Agreement may be signed in counterparts and faxed or emailed, and electronic signatures may be considered as originals. If Buyer is a corporation, limited liability company, partnership, or other such entity, the undersigned executes this Agreement on behalf of Buyer and represents and warrants that he or she is duly authorized to do so. In the event of any litigation to enforce this Agreement, the prevailing party shall be entitled to recover all costs and expenses incurred, including reasonable attorneys' fees and court costs, in addition to such other relief as may be awarded. Buyer acknowledges retention of a fully completed copy of this Agreement. If the Owner (Seller) of any respective Business is selling such Business on their own through the EVERGREENGOLD® BizFSBO™ Business for Sale by Owner Advertising Service of Xxxxxxx X. Xxxxx then they are doing so without an agent or broker andarenot represented by an agent, broker, or intermediary, and no agent, broker, or intermediaryis involved on behalf of Buyer, Seller, or any other party. Our agreements with Sellers require that we obtain evidence of financial ability before disclosing the name and location of the business. Please fill out below. If there is some information you cannot disclose, please advise. Your information will be held in strict confidence by Xxxxxx and Seller. Are you currently employed? Yes No | Present Occupation/Business: Current Income/Year: $ Own a business in the past? Yes No | Own a business currently? Yes No | What type?: Previous Occupation(s)/Business(es): Funds for down payment: $ Source(s) of funds: Savings 401K Other Retirement Funds Home Equity Loan Other Your Approximate Net Worth: $ [ASSETS (home, real estate, savings, stocks, etc.) MINUS DEBTS (mortgage, credit cards, car loans, etc.)] ACQUISITION TARGET: Targeted price range $ _ "Owner Benefit" or “Cash Flow” you prefer: $ BUYER: Signature: Date: Individual Name (Printed): _ Title (if applicable): Name of Buying Entity (“Inc.,” “Corp.,” ”LLC,” if any): Email Address: Phone: ( ) - Mailing Address:
PREAMBLE The parties agree that this article constitutes the method and procedure for a final and conclusive settlement of any dispute (hereinafter referred to as "the grievance") respecting the interpretation, application, operation or alleged violation of this Collective Agreement, including a question as to whether a matter is arbitrable.
RECORDS AND AUDIT PROVISIONS 6.1 ON-SITE AND OFF-SITE REVIEWS/AUDITS
Additional Defined Terms As used herein, the following defined terms shall have the following meanings with respect to the Notes only:
Copies of the Agreement The Employer and the Union desire all parties to be familiar with the provisions of this Agreement and the rights and obligations under it. For this reason, the parties shall share equally the cost of printing and distribute sufficient copies of this Agreement to all parties. Where required the parties shall co-operate in making the agreement accessible.
Incorporation of Preamble and Recitals The Preamble and Recitals of this Agreement are incorporated into the terms and conditions of this Agreement and made a part thereof.
Entirety of the Agreement The terms and conditions of this Agreement and any of the attachments expressly incorporated by reference in this Agreement embody the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change or modification of the terms of the Agreement shall be valid unless made in a writing signed by both parties hereto and approved by the District’s governing body, the elected School Board, or its designee pursuant to official board policy. Contractor acknowledges, that pursuant to the doctrine of sovereign immunity, any purported oral modification to this Agreement is unenforceable. Each party acknowledges participation in the negotiations and drafting of this Agreement and any modifications thereto, and that, accordingly, this Agreement will not be construed more stringently against one party than against the other. Contractor acknowledges, that pursuant to the doctrine of sovereign immunity, purported oral modifications are unenforceable against the District.
PRELIMINARY STATEMENTS Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative agent, the collateral agent and the letter of credit issuer (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Xxxxxxxx Credit Agreement”), (iv) the loans and borrowings of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, the “Shield Borrowers”) under the Credit Agreement dated as of July 31, 2013 by and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectively, the “Shield Holdings”), the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent and the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under the Amended and Restated Credit Agreement dated as of July 31, 2013 by and among Media General, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent, the letter of credit issuer, the swing line lender and the collateral agent (the “Existing Media General Credit Agreement”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit Agreement and certain hedging/cash management obligations of each such VIE Borrower. To the extent required under the Nexstar Credit Agreement, each VIE Borrower has agreed to guarantee, and cause certain of its Restricted Subsidiaries to guarantee, the Nexstar Borrower’s obligations under the Nexstar Credit Agreement and certain hedging/cash management obligations of the Nexstar Borrower. The lenders to the Nexstar Borrower and the lenders to each of the VIE Borrowers have agreed that (i) certain commitments and/or loans of the same Class under the applicable Group Credit Agreements shall be held on a pro rata basis among lenders of the applicable Class under such Group Credit Agreements, (ii) certain voting rights under the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit Agreements, (iii) after the exercise of any remedy under any Group Credit Agreement or other Group Loan Document, all payments received by the Group Lenders shall be applied in accordance with the Intercreditor Agreement Among Group Lenders and (iv) they shall be otherwise bound by the terms of the Intercreditor Agreement Among Group Lenders. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
