Incorporated. In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.
Incorporated. By: -------------------------------- Title:
Incorporated. Notwithstanding any provision of the Standard Terms to the contrary, any sale of the Securities shall be conducted by and through the Selling Agent and not the Trustee.
Incorporated. In such case involving the Holders and such persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.
Incorporated herein and made a part of this Agreement by reference as part of the IPPA is the Program of Requirements which defines the physical and environmental parameters for each Individual Project and establishes the design objectives and criteria. No deviations from the Program of Requirements shall be allowed without written approval for change, in the form of a Design Phase Change Order executed by the Owner and Engineer.
Incorporated. By: ----------------------------------------------------------- Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule I hereto SCHEDULE I NAME OF UNDERWRITER NUMBER OF PREFERRED SECURITIES ------------------- ------------------------------ Morgan Stanley & Co. Incorporated 1,862,500 Bxxx xx Xxxxxxx Securities LLC 1,862,500 Citigroup Global Markets Inc. 1,862,500 Merrill Lynch, Pierce, Fenner & Smith Incorporated 1,862,500 A.X. Xxxxrds & Sons, Inc. 50,000 M.X. Xxxx & Xxmpany 50,000 Blxxxxxx & Partners, L.P. 50,000 Guxxxx & Xompany 50,000 Jaxxxxx Securities LLC 50,000 Thx Xxxxxhi Group, Inc. 50,000 Samuel A. Ramirez & Company, Incorporated 50,000 Raxxxxx Xxxxx & Xxxociates, Inc. 50,000 SuxXxxxx Cxxxxxl Markets, Inc. 50,000 The Williams Capital Group, L.P. 50,000 B.C. Zxxxxxx xnd Company 50,000 ------ TOTAL 8,000,000 SCHEDULE II Initial public offering price per Preferred Security (and purchase price per security to be paid by the several Underwriters): $25 Compensation per Preferred Security to be paid by the Company to the several Underwriters in respect of their commitments: $.7875 Schedule III [Letterhead of TROUTMAN SANDERS LLP] Xxxxxxx __, 2004 Morgan Stanley & Co. Incorporated, as Representative 1585 Broadway, Xxxxxx Xxxxx Xew York, NY 10036 XXXXXXX XXXXX XXXXXXX XXXXX XXX 5-7/8% TRUST PREFERRED SECURITIES Ladies and Gentlemen: We have acted as counsel to Georgia Power Company (the "Company") in connection with (i) its formation of Georgia Power Capital Trust VII, a Delaware statutory trust (the "Trust"), pursuant to the Amended and Restated Trust Agreement dated as of January 1, 2004 among the Company and the trustees named therein (the "Trust Agreement"); (ii) the Trust's issuance and sale of 5-7/8% Trust Preferred Securities evidencing approximately a 97% undivided interest in the assets of the Trust (the "Preferred Securities"); (iii) the Trust's issuance and sale of Common Securities evidencing approximately a 3% undivided interest in the assets of the Trust; (iv) the Company's issuance and sale to the Trust of $206,185,575 aggregate principal amount of its Series G 5-7/8% Junior Subordinated Notes due January 15, 2044 (the "Notes") pursuant to a Subordinated Note Indenture dated as of June 1, 1997, by and between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (the "Debt Trustee"), as supplemented by the Fifth Supplemental Indenture dated as of January 23, 20...
Incorporated. Xx: ------------------------------------- Title:
Incorporated. By: ------------------------------------ Name: Xx X. Xxxxxx, Xx. Title: President and Chief Executive Officer Dated: May 19, 1999 EXERCISE FORM (To be executed upon exercise of this Warrant) The undersigned, the record holder of this Warrant, hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase __________ of the Warrant Shares and herewith tenders payment for such Warrant Shares to the order of F.Y.I. INCORPORATED, in the amount of $_______ in accordance with the terms of this Warrant. The undersigned requests that a certificate for such Warrant Shares be registered in the name of _________________________________ and that such certificate be delivered to _________________________ whose address is ______________________________________________. Date _________________ Signature _________________________
Incorporated. (ix) The Company will use its best efforts to list, subject to notice of issuance, the Shares on the Nasdaq National Market.
Incorporated. We shall execute transactions for each of your customers only upon your authorization, it being understood in all cases that (a) you are acting as agent for the customer; (b) the transactions are without recourse against you by the customer; (c) as between you and the customer, the customer will have full beneficial ownership of the securities; (d) each transaction is initiated solely upon the order of the customer; and (e) each transaction is for the account of the customer and not for your account.
