MISCELLANEOUS 82 Sample Clauses

MISCELLANEOUS 82. Section 11.01. Trust Indenture Act Controls 82 Section 11.02. Notices 82 Section 11.03. Communication by Holders of Notes with Other Holders of Notes 84 Section 11.04. Certificate and Opinion as to Conditions Precedent 84 Section 11.05. Statements Required in Certificate or Opinion 84 Section 11.06. Rules by Trustee and Agents 85 Section 11.07. No Personal Liability of Directors, Officers, Employees and Unitholders 85 Section 11.08. Governing Law 85 Section 11.09. No Adverse Interpretation of Other Agreements 85 Section 11.10. Successors 85 Section 11.11. Severability 85 Section 11.12. Table of Contents, Headings, etc. 86 Section 11.13. Counterparts 86 Section 11.14. Acts of Holders 86 Section 11.15. Patriot Act 87 APPENDIX, SCHEDULE AND ANNEX RULE 144A/REGULATION S APPENDIX App. - 1 EXHIBIT 1 Form of Initial Note EXHIBIT A Form of Exchange Note SCHEDULE I Agreements with Affiliates S-1 ANNEX A Form of Supplemental Indenture A - 1 This Indenture, dated as of June 24, 2014, is among Global Partners LP, a Delaware limited partnership (the “Company”), GLP Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors listed on the signature pages hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and Deutsche Bank Trust Company Americas, a New York corporation, as trustee (the “Trustee”). The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Issuers’ Initial Notes, Exchange Notes and Additional Notes:
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MISCELLANEOUS 82. Section 11.1 Entire Agreement 82 Section 11.2 Interpretation 82 Section 11.3 Severability 82 Section 11.4 Notices 83 Section 11.5 Binding Effect; Persons Benefiting; No Assignment 84 Section 11.6 Counterparts; Facsimile Signatures 84 Section 11.7 Waiver of Jury Trial 85 Section 11.8 Governing Law 85 Section 11.9 Consent to Jurisdiction 85 EXHIBIT INDEX* Exhibit A List of Company Stockholders Executing Stockholder Support Agreements Exhibit B Form of Stockholder Support Agreement Exhibit C-1 List of Individuals Executing Employment Agreements Exhibit C-2 Form of Employment Agreement Exhibit D List of Individuals Executing Non-Competition Agreements Exhibit E Form of Non-Competition Agreement Exhibit F Form of Escrow Agreement Exhibit G-1 Form of Opinion of Pillsbury Winthrop LLP Exhibit G-2 Form of Opinion of Cooley Godward LLP Exhibit H Form of Securityholder Agreement Exhibit I List of Individuals Executing Securityholder Agreements Exhibit J Form of Opinion of Xxxx Xxxxx, Esq. Exhibit K Form of Opinion of Xxxxxx & Xxxxxxx LLP Exhibit L-1 List of Company Persons with Knowledge Exhibit L-2 List of Parent Persons with Knowledge Exhibit M Schedule of Additional Stockholder Consideration Portions Exhibit N Schedule of Additional Eligible Employee Consideration Portions Exhibit O List of Company Employees * The registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. THIS AGREEMENT AND PLAN OF MERGER, dated as of June 5, 2004 (this “Agreement”), is made by and among Mentor Graphics Corporation, an Oregon corporation (“Parent”), Null Set Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and 0-In Design Automation, Inc., a Delaware corporation (the “Company”).
MISCELLANEOUS 82. Section 10.1 Taxes. 82

Related to MISCELLANEOUS 82

  • Miscellaneous Provisions Section 11.01

  • Miscellaneous and General 9.1. Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.

  • Miscellaneous Terms The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

  • Miscellaneous Powers The Trustees shall have the power to: (a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Trust Property, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Trust has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as the Trustees may see fit to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year of the Trust and the method in which its accounts shall be kept; and (i) adopt a seal for the Trust but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

  • Miscellaneous Assets Any other tangible or intangible assets, properties or rights of any kind or nature not otherwise described above in this Section 2.1 and now or hereafter owned or used by Seller in the operation of the Station, including but not limited to all goodwill of the Station.

  • Other Miscellaneous Provisions The provisions of Sections 9.6, 9.8, 9.9, 9.11 and 9.12 of the Merger Agreement shall be incorporated into to this Agreement, mutatis mutandis, except for such changes as are required to comply with applicable Law.

  • Miscellaneous Charges The Fund shall be charged for the following products and services as applicable: o Ad hoc reports o Ad hoc SQL time o COLD Storage o Digital Recording o Banking Services, including incoming and outgoing wire charges o Microfiche/microfilm production o Magnetic media tapes and freight o Manual Pricing o Materials for Rule 15c-3 Presentations o Pre-Printed Stock, including business forms, certificates, envelopes, checks and stationary

  • Miscellaneous Expenses ▪ Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim. ▪ Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. ▪ A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. ▪ SWIFT reporting and message fees. Margin Management Services Requires U.S. Bank as custodian for all assets $30,000 annual program fee (includes up to 4 Account Control Agreements) $7,500 annual fee per each additional Account Control Agreement. Fees are calculated pro rata and billed monthly Extraordinary Services – Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect. Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to the client directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. *Subject to annual CPI increase – All Urban Consumers – U.S. City Average

  • Miscellaneous Transactions (A) PFPC Trust is authorized to deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases:

  • Miscellaneous Benefits This Agreement is not intended, and shall not be deemed to be in lieu of any rights, benefits, and privileges to which Employee may be entitled as an Employee of Bank under any retirement, pension, profit sharing, insurance, hospital, bonus, vacation, or other plan or plans which may now be in effect or which may hereafter be adopted by Bank, it being understood that Employee shall have the same rights and privileges to participate in such plans and benefits, as any other employee, during the period of his employment.

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