GENERAL DESCRIPTION AND LIMITATIONS Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local Distributor.
Form of A Committed Loan Notice B Swing Line Loan Notice C Note D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28, 2018, among AVNET, INC., a New York corporation (the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Long Description (If Applicable Training to provide the knowledge, skills and abilities needed as a result of agency mission, policies, or procedures. . Training to acquire the knowledge, skills and abilities needed as a result of assignment to new duties and responsibilities when such training is not part of a planned, career development program (e.g., training provided to a staffing specialist who has been newly assigned to a position involving classification duties).
Exhibit H Transfer Affidavit........................................... Exhibit I: Form of Transferor Certificate............................... Exhibit J: Form of Investment Letter (Non-Rule 144A).................... Exhibit K: Form of Rule 144A Letter..................................... Exhibit L: Form of Request for Release.................................. THIS POOLING AND SERVICING AGREEMENT, dated as of October 1, 2002, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the "Depositor"), UBS WARBURG REAL ESTATE SECURITIES INC., a Delaware corporation, as transferor (the "Transferor"), WELLS FARGO BANK MINNESOTA, N.A., a national banking association, as maxxxx servicer (the "Master Servicer"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").
General Description Employer shall provide Employee with the compensation, incentives, benefits, and business expense reimbursement specified elsewhere in this agreement.
Exhibit A The Collateral consists of all of Borrower’s right, title and interest in and to the following: All goods, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including payment intangibles), accounts (including health-care receivables), documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All Borrower’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any copyrights (including computer programs, blueprints and drawings), copyright applications, copyright registration and like protection in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter acquired; any design rights; any patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, trademarks, servicemarks and applications therefor, whether registered or not; or any Intellectual Property, except that the Collateral shall include all accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. I, an authorized officer of TINTRI, INC. (“Borrower”) certify under the Loan and Security Agreement (as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows for the period ending (all capitalized terms used herein shall have the meaning set forth in this Agreement): Each Financed Receivable is an Eligible Account; Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable; The correct amount is on the Invoice Transmittal and is not disputed; Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral. No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.
LIST OF ATTACHMENTS Attachment 1: Acronyms and Abbreviations Attachment 2: Cost/Price – Government Site (Contractor’s Cost/Price- Government Site – Contractor’s Proposal dated 11/17/06 is incorporated herein by reference.) Attachment 3: Cost/Price – Contractor Site (Contractor’s Cost/Price-Contractor Site – Contractor’s Proposal dated 11/17/07 is incorporated herein by reference.) Attachment 4: Labor Category Descriptions Attachment 5: Federal Enterprise Architecture/Department. of Defense Enterprise Architecture Overview Attachment 6: Past Performance Tables (Not Applicable) ACO Administrative Contracting Officer ADR Alternative Dispute Resolution ATM Asynchronous Transfer Mode CAF Contract Access Fee CAS Cost Accounting Standards CAV Contractor Assisted Visits CCR Central Contractor Registration CDA Contract Disputes Act of 1978 CFE Contractor Furnished Equipment CLIN Contract Line Item Number CO Contracting Officer CONUS Continental United States COR Contracting Officer’s Representative COTR Contracting Officer’s Technical Representative CPS Contractor Performance System CRM Customer Relationship Management CSO Cognizant Security Office D&F Determination and Findings DBA Xxxxx Xxxxx Act DCAA Defense Contract Audit Agency DCMA Defense Contract Management Agency DOL Department of Labor DPA Delegation of Procurement Authority DSL Digital Subscriber Line DUNS Data Universal Numbering System EAI Enterprise Application Integration EDI Electronic Data Interchange EEO Equal Employment Opportunity EFT Electronic Funds Transfer eSRS Electronic Subcontracting Reporting System EVMS Earned Value Management System FEA Federal Enterprise Architecture; also Department of Defense Enterprise Architecture (DoDEA). FAS Federal Acquisition Service FOIA Freedom of Information Act FPDS-NG Federal Procurement Data System-Next Generation FTP File Transfer Protocol FTR Federal Travel Regulations G&A General and Administrative GFE Government Furnished Equipment GFM Government Furnished Material GFP Government Furnished Property GPS Global Positioning Systems GSA General Services Administration GWAC Government Wide Acquisition Contract HCA Head of Contracting Activity HTTP HyperText Transfer Protocol ITMRA Information Technology Management Reform Act J&A Justification and Approval JTR Joint Travel Regulations L-H Labor Hour MA/IDIQ Multiple Award Indefinite-Delivery Indefinite-Quantity MOM Messaging-Oriented Middleware MOU Memorandum of Understanding MPIN Marketing Partner Identification Number NAICS North American Industrial Classification System OCI Organizational Conflict of Interest OCO Ordering Contracting Officer OCONUS Outside of Continental United States OCR Optical Character Recognition ODBC Open DataBase Connectivity ODC Other Direct Cost OLAP OnLine Analytical Processing OMB Office of Management and Budget ORB Object Request Broker ORCA Online Representations and Certifications Application PBSOW Performance-Based Statement of Work PCO Procuring Contracting Officer PMO Program Management Office POC Point of Contact PPIRS Past Performance Information Retrieval System PWS Performance Work Statement QASP Quality Assurance Surveillance Plan RADIUS Remote Authentication Dial-In User Service RDF Resource Description Framework RFP Request for Proposal SCA Service Contract Act SMTP Simple Mail Transfer Protocol SOAP Simple Object Access Protocol SOO Statement of Objectives SOW Statement of Work SRM Service Component Reference Model SQL Structured Query Language T&M Time & Materials TOR Task Order Request TRM Technical Reference Model UDDI Universal Description, Discovery and Integration VPN Virtual Private Network VSC Vendor Support Center WSDL Web Services Description Language XML EXtensible Markup Language DD254 Contract Security Classification Specification GSA 527 Contractor’s Qualifications and Financial Information Many functional labor categories below (marked with “#”) are further subdivided by knowledge/skill level. Definitions of these knowledge/skill levels are shown in this chart: Entry-Level Applies fundamental concepts, processes, practices, and procedures on technical assignments. Performs work that requires practical experience and training. Work is performed under supervision. Journeyman Possesses and applies expertise on multiple complex work assignments. Assignments may be broad in nature, requiring originality and innovation in determining how to accomplish tasks. Operates with appreciable latitude in developing methodology and presenting solutions to problems. Contributes to deliverables and performance metrics where applicable. Senior Possesses and applies a comprehensive knowledge across key tasks and high impact assignments. Plans and leads major technology assignments. Evaluates performance results and recommends major changes affecting short-term project growth and success. Functions as a technical expert across multiple project assignments. May supervise others. Master Provides technical/management leadership on major tasks or technology assignments. Establishes goals and plans that meet project objectives. Has domain and expert technical knowledge. Directs and controls activities for a client, having overall responsibility for financial management, methods, and staffing to ensure that technical requirements are met. Interactions involve client negotiations and interfacing with senior management. Decision making and domain knowledge may have a critical impact on overall project implementation. May supervise others. The “G” in the labor identification (ID) numbers below indicate Government-Site Work (see Section J, Attachment 2). The “C” in the labor ID numbers below indicate Contractor-Site Work (see Section J, Attachment 3).
Suspension or Debarment Instructions Instructions for Certification 1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions.
Exhibit Exhibit A is hereby deleted in its entirety and replaced with the new Exhibit A attached hereto, which reflects the addition of the Series E Preferred to the Agreement.
Form of Notes The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In the case of any conflict between this Indenture and a Note, the provisions of this Indenture shall control and govern to the extent of such conflict. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.
