Introductory Matters (a) The parties have formed the Company pursuant to the provisions of the Act by filing the Articles of Organization with the Secretary of State.
(b) The purpose of the Company shall be to own and operate the Property and Improvements as investments and for income-producing purposes, as the successor-in-interest by merger to the Partnership. The Company shall have no other intended purpose nor engage in any other business, except as set forth above, and shall be operated independently of the Phase I Partnership, except to the extent that coordination between the Phase I Project and the Project is determined by the mutual determination of the respective Management Committees of the Company and the Phase I Partnership to be mutually beneficial in connection with their operation.
(c) The term of the Company commenced upon the filing of the Articles of Organization for the Company and shall end on December 31, 2035 unless the Company is terminated or dissolved sooner, in accordance with the provisions of this Agreement.
(d) The Company shall maintain its principal place of business at 300 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or any other location mutually agreed upon by the Members.
(e) The name and address of the Company's agent for service of process is Mxxxxxx Partners, 300 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000.
INTRODUCTORY STATEMENT The Board of Directors of each of Parent and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporation. The parties hereto intend that the Integrated Mergers shall together be treated as a single integrated transaction that qualifies as a “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) and that this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g). Parent and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his, her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:
Introductory Period Employees will be hired into a six (6) month introductory period for the first six (6) months of continuous employment. An employee will become a regular employee after successful completion of the introductory period. An employee removed from the introductory period will not have recourse to the grievance procedure to contest the removal.
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.
Introductory Provisions The account holder shall be responsible for payments in accordance with this agreement and shall also be responsible for ensuring that all users of the Eurocard Purchasing Account are aware of and comply with this agreement and the user manuals and instructions from Eurocard applicable at any given time. A user can be an administrator or another person that has been authorised by the account holder to use Eurocard Purchasing Account
BACKGROUND STATEMENT The Borrower has requested that the Lenders make available a revolving credit facility in the aggregate principal amount of $400,000,000. The Lenders are willing to make available to the Borrower the revolving credit facility provided for herein subject to and on the terms and conditions set forth in this Agreement.
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.
PREAMBLES The preambles to this Agreement are a part of the agreement of the parties as set forth in this Agreement and shall be binding upon the parties in accordance with their terms.
MODEL PREAMBLES The tenderer is referred to the "Model Preambles for Trades 2008" for supplementary and comprehensive expansion of descriptions, appropriate provision for which shall be deemed to have been included in all relevant rates Proprietary products shall be used as specified. Substitute products of similar quality and specification may only be used with prior approval by the Principal Agent. The material to be excavated is assumed to be predominantly of a composition that will allow excavation in "earth" as specified, but including a percentage of excavation in "soft rock" and "hard rock". Descriptions of carting away of excavated material shall be deemed to include loading excavated material onto trucks directly from the excavations, or alternatively, from stock piles situated on the building site.
Background Screening VENDOR shall comply with all requirements of Sections 1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by SBBC in advance of VENDOR or its personnel providing any services under the conditions described in the previous sentence. VENDOR shall bear the cost of acquiring the background screening required by Section 1012.32, Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to VENDOR and its personnel. The parties agree that the failure of VENDOR to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling SBBC to terminate immediately with no further responsibilities or duties to perform under this Agreement. VENDOR agrees to indemnify and hold harmless SBBC, its officers and employees from any liability in the form of physical or mental injury, death or property damage resulting from VENDOR’s failure to comply with the requirements of this section or with Sections 1012.32 and 1012.465, Florida Statutes.
