Purchasing Party A Party requesting or receiving a Service from the other Party under this Agreement.
Purchasing Entities This Participating Addendum may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). Issues concerning interpretation and eligibility for participation are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Participating Addendum and the Master Agreement are consistent with its procurement policies and regulations. The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract. 1. Prior to commencement of work and release of any payments, Contractor shall submit to the State: a. a certificate of insurance consistent with the requirements set forth in Attachment C, Section 8 (Insurance), and with any additional requirements for insurance as may be set forth elsewhere in this contract; and 2. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. 3. All invoices are to be rendered by the Contractor on the vendor's standard billhead and forwarded directly to the institution or agency ordering materials and shall specify the address to which payments will be sent.
Investor 2.1 The Investor, by following a Strategy of a Strategy Provider, hereby agrees to the following: A. To authorize and instruct the Strategy Provider to act on his/her behalf in accordance with the specific Strategy in connection to the Investment Account; B. To authorize and instruct the Company to take any necessary action to follow the Strategy of the Strategy Provider selected by the Investor; C. Any Strategy selected to be followed by the Investor should be followed in the proportion of the funds of the Investor in the Investment Account; D. To authorize and instruct the Company to transfer the Strategy Provider’s commission from the Investment Account to the account allocated by the Strategy Provider for this purpose at the end of each Social Trading Period. 2.2 Details and/or information in relation to the Investor‘s trading activities while using the Social Trading service shall be available on the Social Trading website and/or Social Trading mobile application. 2.3 The Investor may start copying a Strategy, deposit and transfer funds and/or withdraw any available funds to and from his/her Investment Account in accordance with the procedures and restrictions available from time to time on the Social Trading mobile applications and/or Website and/or any other website maintained by the Company for Social Trading and subject to the Agreement. 2.4 The Investor can transfer the funds allocated for following a specific Strategy from his/her Investment Account after he/she stops following a Strategy. 2.5 The Investor may stop following Strategy at any time during the time the market is open and the relevant Open Position(s) shall be closed at market price. 2.6 The Company reserves the right at its absolute discretion to close any or all Open Position(s) of a Strategy Provider at any time and the Investor’s Account shall be adjusted accordingly. 2.7 The Social Trading system may close any or all Open Position(s) of an Investor at any time. 2.8 The Investor may deposit via the payment systems/methods available by the Company for the Social Trading service from time to time. 2.9 The Investor acknowledges and accepts that by following a Strategy of a specific Strategy Provider he/she accepts the commission and Leverage set by the respective Strategy Provider. 2.10 The Investor acknowledges and understands that he/she should always maintain the required Balance reflected in his/her Investment Account in order to follow the specific Strategy selected. 2.11 The Investor acknowledges and agrees that once he/she selects to start following and copying a specific Strategy, all the existing Open Positions under that particular Strategy will automatically be followed and copied by the Investor together with any further new trading orders performed by the Strategy Provider under the specific Strategy. 2.12 The Investor acknowledges and accepts that variations in the pricing may occur from the moment that the Investor selects to copy a specific Strategy to the actual moment that the Investor starts copying such a Strategy. 2.13 In addition to clause 11.1 of Part A of the current Agreement, each of the following constitutes an “Event of Default” for the Investor: A. Which can be characterized as excessive, without legitimate intent, to profit from market movements; B. While relying on price latency or arbitrage opportunities; C. Which can be considered as market abuse; D. During abnormal market/trading conditions. 2.14 If an Event of Default occurs the Company may, at its absolute discretion, at any time and without prior Written Notice, take one or more of the following actions in addition to Clause 11.2 of Part A:
Purchaser The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.
Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:
Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:
Eligible Purchasers This Contract may be utilized by any of the following types of entities (each an eligible “Purchaser”): 2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions. 2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following institutions of higher education in Washington: ▪ State universities – i.e., University of Washington & Washington State University; ▪ Regional universities – i.e., Central Washington University, Eastern Washington University, & Western Washington University ▪ Evergreen State College; ▪ Community colleges; and ▪ Technical colleges.
Transfer to Other Principals (1) You may transfer escrow securities within escrow: (a) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or (b) to a person or company that after the proposed transfer (i) will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and (ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries. (2) Prior to the transfer the Escrow Agent must receive: (a) a certificate signed by a director or officer of the Issuer authorized to sign stating that (i) the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer, or (ii) the transfer is to a person or company that (A) the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and (B) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries after the proposed transfer, and (iii) any required approval from the Canadian exchange the Issuer is listed on has been received; (b) an acknowledgment in the form of Schedule “B” signed by the transferee; (c) copies of the letters sent to the securities regulators accompanying the acknowledgement; and (d) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.
PURCHASERS a. Contractor acknowledges that use of the Contract by any city, county, state agency, state school district, state higher education institution, public utility district, Medicaid provider, or organization that has a Master Contract Usage Agreement (MCUA) is discretionary. b. Services described herein will be requested by Purchaser as needed, based on program/policy requirements and Consumer communication needs and preferences. c. The Contractor acknowledges that payment for any services provided under this Contract is the sole responsibility of the Purchaser.
Representations and Warranties of the Selling Shareholder The Selling Shareholder represents and warrants to the Underwriter with respect to itself that, and acknowledges that the Underwriter is relying upon such representations and warranties in purchasing the Securities, that: 7.1 it has been formed and is existing under the laws of the jurisdiction of its formation and has all (corporate) power and authority (acting through its general partner) to own, lease and operate its properties and assets, including to own the Securities to be sold by it to the Underwriter; 7.2 it has the requisite power, authority and capacity (acting through its general partner) to enter into this Agreement, and to perform its obligations hereunder, including to sell the Securities to be sold by it to the Underwriter; 7.3 this Agreement has been duly authorized, executed and delivered by the Selling Shareholder (acting through its general partner) and constitutes a legal, valid and binding obligation of the Selling Shareholder, enforceable against it in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law; 7.4 as of the date hereof, and as of the Closing Time, and prior to delivery to the Underwriter, the Selling Shareholder will be the beneficial owner of the Securities to be sold and delivered by it (or the beneficial owner of multiple voting shares of the Company convertible into the number of Securities to be sold and delivered by it); 7.5 as of the date hereof, other than as disclosed in the Offering Documents or as has been waived in full in respect of the Offering, no person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase of any of the Securities owned by the Selling Shareholder; 7.6 all actions required to be taken by or on behalf of the Selling Shareholder or its general partner, including the passing of all requisite resolutions, so as to duly sell and deliver the Securities held by the Selling Shareholder (or, as applicable, to be held by the Selling Shareholder further to the conversion of the multiple voting shares of the Company currently held by it) have been taken; 7.7 except, with respect to Selling Shareholder Contracts (as defined below) and Selling Shareholder Laws (as defined below), for such breaches, violations, conflicts or defaults that do not or would not, individually or in aggregate, preclude the Selling Shareholder from complying with its obligations hereunder, the Selling Shareholder is not in violation or default of, nor will the execution and delivery of this Agreement, and the performance by the Selling Shareholder of its obligations under this Agreement, including the sale of the Securities to be sold by the Selling Shareholder, result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to (i) any term or provision of the constating documents or by-laws or any resolution of the directors or shareholders, (ii) any material contract, note, indenture, joint venture or partnership arrangement or license to which the Selling Shareholder is a party or bound or to which any of the business, operations, property or assets of the Selling Shareholder are subject (collectively, the “Selling Shareholder Contracts”), or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Selling Shareholder or the business, operations or assets of the Selling Shareholder, of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Selling Shareholder (collectively, the “Selling Shareholder Laws”); (A) on the Closing Date, the Selling Shareholder will have beneficial ownership of the Securities to be sold by it, free and clear of any Lien (other than restrictions on transfer that have been waived in full in respect of the Offering), except as provided in this Agreement; (B) the Selling Shareholder has, and will have, on the Closing Date, the full right, power and authority (acting through its general partner) to sell, assign, transfer and deliver the Securities to be sold by it to the Underwriter hereunder; and (C) upon delivery of the Securities to be sold by it and payment of the Purchase Price, the Underwriter will obtain beneficial ownership of the Securities to be acquired by it from the Selling Shareholder, free and clear of any Lien; 7.9 neither the Selling Shareholder nor any affiliate of the Selling Shareholder has taken, nor will the Selling Shareholder or any affiliate of the Selling Shareholder take, any action which is designed to or which constitutes or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities; 7.10 no approval, authorization, consent or other order of, permit, qualification, license, decree, and no filings, registration or recording with, any government, governmental instrumentality, authority, agency or court having jurisdiction over the Selling Shareholder is required by the Selling Shareholder for the performance by the Selling Shareholder of its obligations hereunder in connection with the sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except as have been or will be obtained or made prior to the Closing; 7.11 other than as contemplated hereby, there is no person acting at the request of the Selling Shareholder who is entitled to any brokerage or agency fee in connection with the sale of the Securities; 7.12 the Selling Shareholder represents and warrants that it has complied with or obtained a waiver of all requirements required to be obtained by it, in connection with the Offering under the Registration Rights Agreement; 7.13 the Selling Shareholder represents and warrants that either: (i) it is not (1) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan or account subject to Section 4975 of the Code, or (3) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise; or (ii) the sale of the subordinate voting shares of the Company to the Underwriter will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any other laws or regulations that are similar to such provisions of ERISA or the Code; 7.14 the Selling Shareholder will not, directly or indirectly, use the proceeds of the Offering, or lend contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise); 7.15 each delivery of the Preliminary Offering Documents, the Final Offering Documents and any Offering Document Amendment in respect of the Preliminary Offering Document or the Final Offering Documents to the Underwriter by the Company in accordance with this Agreement will constitute representation and warranty of the Selling Shareholder to the Underwriter that at the respective times of delivery, the Selling Shareholder Matters as applicable to the Selling Shareholder are true and correct in all material respects and contain no misrepresentation; and 7.16 as of the date hereof, as of the Closing Date, the sale of the Securities by the Selling Shareholder is not prompted by any material non-public information concerning the Company or the Subsidiaries that is required to be disclosed in the Offering Documents and is not so disclosed.
