MANUFACTURERS AND TRADERS Sample Clauses

MANUFACTURERS AND TRADERS. TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee By: ------------------------------------------ Authorized Signatory [REVERSE OF CLASS A-1 NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [ ]% Class A-1 Receivable- Backed Notes (the "CLASS A-1 NOTES"), all issued under an Indenture, dated as of November 1, 1997 (the "INDENTURE"), between the Issuer and Manufacturers and Traders Trust Company, as Indenture Trustee (the "INDENTURE TRUSTEE"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class A-1 Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A-1 Notes and the other Notes described in the Indenture (collectively, the "NOTES") are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture subject to the priorities of allocations as to interest and principal payments as described therein and in the Sale and Servicing Agreement. Principal of the Class A-1 Notes will be payable on the earlier of the Class A-1 Maturity Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Class A-1 Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing unless the Required Holders have waived such Event of Default. Payments of interest on this Note due and payable on each Distribution Date shall be made by wire transfer to the account of the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without ...
Sample 1
AutoNDA by SimpleDocs
MANUFACTURERS AND TRADERS. TRUST COMPANY a New York banking corporation whose principal place of business is at Xxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000-0000, Xxxxxx Xxxxxx of America (the "Beneficiary")
Sample 1
MANUFACTURERS AND TRADERS. Trust Company, as Trustee (the "Trustee") under the Indenture of Trust, Series 1990, dated as of September 1, 1990 (the "Indenture"), between the Illinois Development Finance Authority (the "Issuer") and the Trustee, pursuant to which $4,000,000 original aggregate principal amount of the Illinois Development Finance Authority, Variable Rate Demand Industrial Development Revenue Bonds (Selfix, Inc. Project), Series 1990 (the "Bonds") have been issued, are hereby irrevocably authorized to draw on LaSalle National Bank (the "Bank") Irrevocable Letter of Credit No. 9200100377, for the account of Selfix, Inc. (the "Account Party"), available upon the terms and conditions hereinafter set forth, an aggregate amount not exceeding $3,476,165 (the "Stated Amount") of which (i) an amount not exceeding $3,200,000 (the "Principal Portion") may be drawn to pay the unpaid principal amount of Bonds when due upon maturity, acceleration or redemption or the portion of purchase price of Bonds equal to the principal amount of Bonds delivered to the Trustee for purchase by the Trustee pursuant to the Indenture which are not remarketed and (ii) an amount not exceeding $276,165 (which represents 210 days' accrued interest on the Bonds at an assumed rate of 15% per annum) (the "Interest Portion") may be drawn to pay up to 210 days' interest accrued on Bonds when due, or the portion of purchase price of Bonds equal to up to 210 days' interest accrued on Bonds delivered to the Trustee for purchase by the Trustee pursuant to the Indenture which are not remarketed, computed in each case at the actual rate from time to time applicable to the Bonds at the time outstanding (but not in excess of 15% per annum). The Stated Amount, the Principal Portion and the Interest Portion shall from time to time be reduced or reinstated as provided herein. This Letter of Credit is issued pursuant to a Reimbursement Agreement dated as of April 12, 1996, (the "Reimbursement Agreement") between the Account Party, Shutters, Inc., and the Bank, is effective immediately and expires on the Termination Date (as hereinafter defined).
Sample 1

Related to MANUFACTURERS AND TRADERS

  • Supplier shall exercise reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by, and shall be without liability to CMA and/or any Fund for any action taken or omitted by it in good faith without negligence including, without limitation, acting in accordance with any Proper Instruction. Supplier shall be entitled to rely on and may act upon the advice of counsel (who may be counsel for CMA or any Fund) on all matters arising in connection with the Services. At any time, Supplier may apply to any officer of CMA or a Fund for instructions and may consult with outside counsel for CMA or the applicable Fund or the independent auditors for the Fund at the expense of the Fund, or other individuals designated in writing by CMA or the Fund, for advice with respect to any matter arising in connection with the Services. Supplier shall not be liable, and shall be indemnified by each Fund or CMA, as applicable, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by such officers or individuals. Supplier shall not be held to have notice of any change of authority of any officer or individual until receipt of written notice thereof from the Fund or CMA. Nothing in this Section shall be construed as imposing upon Supplier any obligation to seek such instructions or advice. Without in any way limiting the generality of the foregoing, Supplier shall in no event be liable for any loss or damage arising from causes beyond its control including, without limitation, delay or cessation of services hereunder or any damages to CMA or a Fund resulting therefrom as a result of work stoppage, power or other mechanical failure, natural disaster, governmental action, communication disruption or other impossibility of performance.

  • Customers and Suppliers Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such audits.

  • Distributor The Distributor represents and warrants that: (i) the Distributor is a limited partnership duly organized and in good standing under New York law; (ii) the Distributor is registered as a broker-dealer under federal and applicable state securities laws and is a member of the NASD; and (iii) the Distributor is registered as an investment adviser under federal securities laws.

  • Suppliers and Customers (a) The Company has adequate sources of supply for its business as currently conducted and as proposed to be conducted. The Company has good relationships with all of its material sources of supply of goods and services and does not anticipate any material problem with any such material sources of supply.

  • Use of Subservicers and Subcontractors The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section.

  • Manufacturing Intrexon shall have the option and, in the event it so elects, shall use Diligent Efforts, to perform any manufacturing activities in connection with the Aquaculture Program that relate to the Intrexon Materials, including through the use of a suitable Third Party contract manufacturer. To the extent that Intrexon so elects, Intrexon may request that AquaBounty and Intrexon establish and execute a separate manufacturing and supply agreement, which agreement will establish and govern the production, quality assurance, and regulatory activities associated with manufacture of Intrexon Materials. Except as provided in Section 4.1, any manufacturing undertaken by Intrexon pursuant to the preceding sentence shall be performed in exchange for cash payments equal to Intrexon’s Fully Loaded Cost in connection with such manufacturing, on terms to be negotiated by the Parties in good faith. In the event that Intrexon does not manufacture Intrexon Materials or bulk quantities of other components of AquaBounty Products, then Intrexon shall provide to AquaBounty or a contract manufacturer selected by AquaBounty and approved by Intrexon (such approval not to be unreasonably withheld) all Information Controlled by Intrexon that is (a) related to the manufacturing of such Intrexon Materials or bulk qualities of other components of AquaBounty Products for use in the Field and (b) reasonably necessary to enable AquaBounty or such contract manufacturer (as appropriate) for the sole purpose of manufacturing such Intrexon Materials or bulk quantities of other components of AquaBounty Products. The costs and expenses incurred by Intrexon in carrying out such transfer shall be borne by Intrexon. Any manufacturing Information transferred hereunder to AquaBounty or its contract manufacturer shall not be further transferred to any Third Party, including any Product Sublicensee, or any AquaBounty Affiliate without the prior written consent of Intrexon; provided, however, that Intrexon shall not unreasonably withhold such consent if necessary to permit AquaBounty to switch manufacturers.

  • Technical Services Party B will provide technical services and training to Party A, taking advantage of Party B’s advanced network, website and multimedia technologies to improve Party A’s system integration. Such technical services shall include:

  • Products and Services Part 2.9(a) of the Disclosure Schedule accurately identifies and describes each Company Product currently being designed, developed, manufactured, marketed, distributed, provided, licensed, or sold by the Company.

  • Use of Subcontractors (a) [Reserved].

  • Packaging and Labeling 11.1 Company shall provide packaging and labeling specifications that call out clear labeling requirements.

Time is Money Join Law Insider Premium to draft better contracts faster.