Page. 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:
Appears in 3 contracts
Samples: Credit Agreement (Consolidated Natural Gas Co/Va), Credit Agreement (Dominion Resources Inc /Va/), Credit Agreement (Virginia Electric & Power Co)
Page. 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use 7.3 Surrender of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION the Premises 19 ARTICLE 8. NEGATIVE COVENANTS 37 CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Nature Plans and Specifications 19 8.2 Construction of Business 37 8.2 Consolidation LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Merger 37 8.3 Sale or Lease Notices of Assets 38 8.4 Limitation on Violation Prohibited 20 8.7 Mechanics' Liens 38 8.5 Fiscal Year 38 SECTION 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. EVENTS OF DEFAULT 39 DESTRUCTION 22 9.1 Events Obligation to Rebuild 22 9.2 No Abatement of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION Rent 23 ARTICLE 10. AGENCY PROVISIONS 42 CONDEMNATION 23 10.1 Appointment 42 Page Rights 23 10.2 Delegation of Duties 43 Total Taking 23 10.3 Exculpatory Provisions 43 Substantial Taking 23 10.4 Reliance on Communications 44 10.5 Possession Following Notice of Default 44 Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Non-Reliance on Administrative Agent Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION Exclusive Remedies 24 ARTICLE 11. MISCELLANEOUS 46 LESSEE'S DEFAULT 24 11.1 Notices 46 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Set-Off; Adjustments 46 11.3 Benefit Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of ExpensesServices by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 50 11.6 Amendments, Waivers 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and Consents 51 11.7 Counterpartsfiled separately with the Commission. Page 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival Change of Indemnification Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 54 11.18 Designation 38 19.20 Non Dedication 38 19.21 No Solicitation of SPVs 54 SCHEDULES Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibits Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule 1.1 Commitment Percentages Page for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS for Other Lessor Services Exhibit 2.1(b) "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Competitive Bid Request Parent Guaranty Exhibit 2.2(a) "H" Required Permits Exhibit "I" Form of Notice Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of Borrowing LNG Discount Exhibit 2.2(c) Form "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of Notice of Conversion/Continuation this document have been redacted and filed separately with the Commission. Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:10.25 EXECUTION COPY
Appears in 3 contracts
Samples: Ground Lease (Clean Energy Fuels Corp.), Ground Lease (Clean Energy Fuels Corp.), Ground Lease (Clean Energy Fuels Corp.)
Page. 6.1 Organization Section 5.10 Non-competition and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default Non-solicitation of Employees and Customers 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Section 5.11 Further Assurances 33 Section 5.12 Transfer Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Section 5.13 Accounts 33 Section 5.14 Assignment of Pre-Closing Proceedings 33 Section 5.15 Public Deal Proceedings 34 Section 5.16 Financing 34 Section 5.17 Affiliate Transactions 38 Section 5.18 Intellectual Property License 38 Section 5.19 Discontinuance of Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 Names 39 Section 5.20 Conduct 39 Section 5.21 Transaction Documents 39 Section 5.22 Commercial Agreements 39 Article VI Conditions Precedent 40 Section 6.1 Conditions to Each Party's Obligation to Effect the Sale and Assumption 40 Section 6.2 Conditions to Obligations of Seller 40 Section 6.3 Conditions to Obligations of IDB Buyer 41 Article VII Termination 42 Section 7.1 Information Covenants 34 Termination 42 Section 7.2 Preservation Effect of Existence Termination 43 Article VIII Survival; Indemnification 43 Section 8.1 Survival 43 Section 8.2 Indemnification 43 Section 8.3 Certain Limitations on Indemnification 46 Section 8.4 Mitigation 46 Section 8.5 Pledge Agreement 46 Section 8.6 Contribution 47 Section 8.7 Sole and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 Exclusive Remedy 47 Article IX General Provisions 48 Section 9.1 Events of Default 39 Notices 48 Section 9.2 Acceleration; Remedies. 41 Interpretation 48 Section 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy Effectiveness 49 Section 9.4 Entire Agreement; Third Party Beneficiaries 49 Section 9.5 Severability 49 Section 9.6 Assignment 49 Section 9.7 Amendment 50 Section 9.8 Extension; Waiver 50 Section 9.9 Governing Law and Venue; Waiver of Jury Trial 50 Section 9.10 Enforcement 51 Section 9.11 JPI and New JPI Guaranty 52 11.8 Headings Section 9.12 CME Guaranty 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and LIST OF EXHIBITS Exhibit A Escrow Agreement Exhibit B IDB Market Data Service Agreement Exhibit C Commercial Agreements Exhibit D Pledge Agreement Exhibit E Transition Services Agreement Exhibit F Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS GFI Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment G Intercreditor Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:ii PURCHASE AGREEMENT
Appears in 2 contracts
Samples: Purchase Agreement (Jersey Partners Inc.), Purchase Agreement (Jersey Partners Inc.)
Page. Section 5.9 Benefit Plans; Employees and Employment Practices 27 Section 5.10 Material Contracts 29 Section 5.11 Litigation 30 Section 5.12 Environmental Matters 30 Section 5.13 Intellectual Property 31 Section 5.14 Taxes 32 Section 5.15 Real Estate 34 Section 5.16 Certain Business Practices 35 Section 5.17 Insurance 35 Section 5.18 Board Approval 35 Section 5.19 Brokers 35 Article 6 Representations and Warranties of Parent and Merger Sub 35 Section 6.1 Organization and Good Standing. 30 Qualification 36 Section 6.2 Due Authorization 31 Authority 36 Section 6.3 No Conflicts 31 Conflict; Required Filings and Consents 36 Section 6.4 Consents 31 Litigation 37 Section 6.5 Enforceable Obligations 31 Ownership of Merger Sub; No Prior Activities 37 Section 6.6 Financial Condition 31 Financing 37 Section 6.7 No Default 32 Brokers 38 Section 6.8 Indebtedness 32 Ownership of Company Common Stock 38 Section 6.9 Litigation 32 Solvency of the Surviving Corporation 38 Section 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent Company Estimates, Projections, Forecasts, Forward-Looking Statements and Other Lenders 44 10.7 Business Plans 38 Section 6.11 Acknowledgment and Representations by Parent and Merger Sub 39 Article 7 Covenants 39 Section 7.1 Conduct of Business by the Company Pending the Closing 39 Section 7.2 Access to Information; Confidentiality 42 Section 7.3 No Solicitation of Transactions 43 Section 7.4 Reasonable Best Efforts 45 Section 7.5 Public Announcements 48 TABLE OF CONTENTS (continued) Page Section 7.6 Employee Matters 48 Section 7.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of SetDirectors and Officers 50 Section 7.8 State Takeover Statutes 52 Section 7.9 Section 16 Matters 52 Section 7.10 NDA 53 Section 7.11 Stock Exchange De-Offlisting 53 Section 7.12 Shareholder Litigation 53 Article 8 Closing Conditions 53 Section 8.1 Conditions to the Obligations of Each Party To Effect the Merger 53 Section 8.2 Frustration of Closing Conditions 53 Article 9 Termination, Amendment and Waiver 54 Section 9.1 Termination 54 Section 9.2 Effect of Termination 55 Section 9.3 Fees and Expenses 56 Section 9.4 Termination Fee 56 Section 9.5 Extension; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Waiver 57 Section 9.6 Amendment 57 Article 10 General Provisions 57 Section 10.1 Non-Survival of Indemnification Representations, Warranties and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER Covenants 57 Section 10.2 Notices 57 Section 10.3 Headings 58 Section 10.4 Severability 58 Section 10.5 Entire Agreement; No Third-Party Beneficiaries 59 Section 10.6 Assignment 59 Section 10.7 Mutual Drafting 59 Section 10.8 Governing Law; Specific Performance; Consent to Jurisdiction; Waiver of Trial by Jury 60 Section 10.9 Counterparts 61 Section 10.10 Obligations of Parent 61 Exhibits EXHIBIT A – Merger Sub Certificate of Incorporation EXHIBIT B – Merger Sub By-laws Annexes ANNEX A – Conditions to the Offer AGREEMENT AND PLAN OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”)MERGER, dated as of May 30September 23, 2002 2013, by and among DOMINION RESOURCESACI Worldwide, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANYInc., a Delaware corporation (each of the above"Parent"), individuallyOlympic Acquisition Corp., a “Borrower” Delaware corporation and collectively, the “Borrowers”a wholly owned indirect Subsidiary of Parent ("Merger Sub"), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” andOfficial Payments Holdings, collectively, the “Lenders”), JPMORGAN CHASE BANKInc., a New York banking corporationDelaware corporation (the "Company"). Each of Parent, Merger Sub and the Company are referred to herein as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. a "Party" and THE BANK OF NOVA SCOTIA, together as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:"Parties."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Official Payments Holdings, Inc.)
Page. 6.1 Organization 14.2 Indemnification Provisions for the Benefit of the Mubadala Investors 62 14.3 Indemnification Provisions for Benefit of the Carlyle Parent Entities 62 14.4 Matters Involving Third Persons 62 14.5 Additional Indemnity Claims 63 14.6 Determination of Damages 65 14.7 Exclusive Remedy 65 15. DEFINED TERMS AND RULES OF CONSTRUCTION 65 15.1 Defined Terms 65 15.2 Rules of Construction 82 16. MISCELLANEOUS 82 16.1 Communications 82 16.2 Termination 83 16.3 Section Headings and Good Standing. 30 6.2 Due Authorization 31 6.3 Table of Contents and Construction 83 16.4 Entire Agreement 84 16.5 Successors and Assigns 84 16.6 Amendment and Waiver 84 16.7 Governing Law 84 16.8 Arbitration 84 16.9 Execution in Counterparts 86 16.10 Severability 86 16.11 Specific Performance 86 16.12 Confidentiality; No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use Public Announcement 87 Annex 1 – Address of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation Initial Note Holder; Payment Instructions Annex 2 – Address of Existence Issuer Annex 3 – Name of Initial Unit Holders, Note Holders and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment Aggregate Principal Amount of Taxes. 35 7.6 Insurance 36 7.7 Performance Notes Annex 4 – Form of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event Purchase Price for U.S. Federal Income Tax Purposes Schedule 6.1(b) – Organizational Chart Schedule 6.1(c) – Carlyle Parent Entities and Partner Holding Companies as Guarantors Schedule 6.2 – Capitalization of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation Carlyle Parent Entities Schedule 6.3 – Capitalization of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice Partner Holding Companies Schedule 6.10 – Litigation; Orders Schedule 6.11 – Related Party Transactions Schedule 6.12 – Operating Agreements; CalPERS Agreement; Subscription Agreement Schedule 6.15 – Conduct of Default 44 10.6 Non-Reliance on Administrative Agent the Carlyle Business Schedule 13.6 – Ownership of the Carlyle Parent Entities and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS the Partner Holding Companies Exhibit 2.1(b1.3(a)(iii)(B)(1) – Form of Competitive Bid Request Delaware Opinion Delivered by the Issuers Exhibit 2.2(a1.3(a)(iii)(B)(2) – Form of Notice of Borrowing Cayman Opinion Delivered by the Issuers Exhibit 2.2(c1.3(a)(iii)(B)(3) – Form of Notice of Conversion/Continuation Xxxxxxx Opinion Delivered by the Issuers Exhibit 2.6(a1.3(a)(iii)(D) – Form of Revolving Loan Amended and Restated Joinder Agreements Page Exhibit 1.3(b)(iv)(B) – Form of Opinion Delivered by the Mubadala Investors Exhibit A – Form of Note Exhibit 2.6(b) B – Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Registration Rights Agreement 364-DAY CREDIT NOTE AND UNIT SUBSCRIPTION AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”)NOTE AND UNIT SUBSCRIPTION AGREEMENT, dated as of May 30December 16, 2002 2010, by and among DOMINION RESOURCESTC Group, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANYL.L.C., a Delaware corporation limited liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership, TC Group Cayman Investment Holdings, L.P., a Cayman Island exempted limited partnership (collectively, and together with each of their successors and assigns, the above“Carlyle Parent Entities”), individuallyFortieth Investment Company L.L.C., a United Arab Emirates limited liability company registered in the Emirate of Abu Dhabi (the “Initial Note Holder”), each of MDC/TCP Investments (Cayman) I, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) II, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) III, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) IV, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) V, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) VI, Ltd., a Cayman Islands exempted company, and Five Overseas Investment L.L.C., a United Arab Emirates limited liability company registered in the Emirate of Abu Dhabi (collectively and together with each of their affiliated successors and affiliated assigns, the “Initial Unit Holders” and, together with the Initial Note Holder, the “Mubadala Investors” and each, a “Borrower” Mubadala Investor”), and solely for the purposes of certain agreements and undertakings contained in Sections 13.6, 13.8, 13.9, 13.12 and 16 hereof, TCG Holdings, L.L.C., a Delaware limited liability company, TCG Holdings Cayman, L.P., a Cayman Islands exempted limited partnership, TCG Holdings II, L.P., a Delaware limited partnership, and TCG Holdings Cayman II, L.P., a Cayman Islands exempted limited partnership (collectively, and together with each of their successors and assigns, the “BorrowersPartner Holding Companies”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:.
Appears in 1 contract
Samples: Note and Unit Subscription Agreement (Carlyle Group L.P.)
Page. Section 6 BOOKS AND RECORDS; REPORTS 21 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 Records 21 6.2 Annual Reports 21 6.3 Tax Matters 21 6.4 Electronic Delivery 22 Section 7 AMENDMENTS 22 7.1 Amendments Generally 22 7.2 Amendment by the Board 22 7.3 Amendments Provided to Members 23 7.4 Compliance with Law. 35 7.5 Payment Amendment of Taxes. 35 7.6 Insurance 36 7.7 Performance Certificate 23 Section 8 TRANSFER OF UNITS AND redemptions 24 8.1 Registration and Transfer of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 Shares 24 8.2 Consolidation Personal Conduct Repurchase Right 25 8.3 Redemption Plan 25 Section 9 RESTRICTION ON TRANSFER AND OWNERSHIP OF UNITS 25 9.1 Definitions 25 9.2 Restrictions on Ownership and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 Transfers 27 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Transfer in Trust 27 9.4 Remedies For Breach 28 9.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent Restricted Transfer 28 9.6 Owners Required to Provide Information 28 9.7 Remedies Not Limited 29 9.8 Ambiguity 29 9.9 Exception and Changes to Ownership Limit 29 9.10 Severability 30 9.11 Excess Shares 30 Section 10 DUTIES; LIABILITY; INDEMNIFICATION 32 10.1 Other Lenders 44 10.7 Activities 32 10.2 Limitation of Liability 32 10.3 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 33 Section 11 DISSOLUTION AND WINDING UP 35 11.1 Notices 46 Liquidating Events 35 11.2 Right Winding Up 35 11.3 Rights of Set-Off; Adjustments 46 11.3 Benefit Members 36 11.4 Notice of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 Dissolution 36 11.5 Payment Certificate of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Cancellation 36 Section 12 POWER OF ATTORNEY 36 12.1 Power of Attorney 36 12.2 Survival of Indemnification Power-of-Attorney 37 12.3 Written Confirmation of Power-of-Attorney 37 TABLE OF CONTENTS (continued) Page Section 13 MEMBERS’ VOTING POWERS AND MEETING 37 13.1 Voting 37 13.2 Voting Powers 37 13.3 Meetings 38 13.4 Record Dates 38 13.5 Quorum and Representations Required Vote 38 13.6 Action by Written Consent 38 13.7 Classes and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Series 38 Section 14 MISCELLANEOUS 39 14.1 Notices 39 14.2 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 39 14.3 Construction 39 14.4 Time 39 14.5 Headings 39 14.6 Severability 39 14.7 Further Action 40 14.8 Governing Law 40 14.9 Waiver of Action for Partition 40 14.10 Counterpart Execution 40 14.11 Board’s Discretion 40 14.12 Entire Agreement 40 14.13 Third Party Beneficiaries 40 14.14 Jurisdiction; Waiver of Jury Trial 40 14.15 Confidentiality 54 11.18 Designation 41 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN ATLANTA INVEST 1, LLC (A Delaware Limited Liability Company) This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN ATLANTA INVEST 1, LLC is entered into and shall be effective as of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT [ ], 201[_] (this the “Credit AgreementEffective Date”), dated as of May 30by and among those Persons who have executed this Agreement or a counterpart hereof, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The or who become parties hereto hereby agree as follows:pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Jamestown Atlanta Invest 1, LLC)
Page. 6.1 Organization 4.13 Governmental Authority and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Licensing; Education Agency Approvals; Compliance with Law 32 6.12 ERISA 33 6.13 Use Educational Laws 44 4.14 Collateral 46 4.15 Patriot Act 46 4.16 Schedule 1.1 46 4.17 Benefit 46 Section 5. Affirmative Covenants 46 5.1 Financial Statements 46 5.2 Certificates; Other Information 48 5.3 Notices 49 5.4 Payment of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Obligations 50 5.5 Preservation of Existence and Franchises 35 7.3 Existence, etc. 50 5.6 Maintenance of Properties 50 5.7 Compliance with Laws 50 5.8 Books and RecordsRecords 51 5.9 Inspection Rights 51 5.10 Further Assurances and Information Regarding Collateral 52 Section 6. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Negative Covenants 53 6.1 Liens 53 6.2 No Further Negative Pledges 53 6.3 Fundamental Changes 53 6.4 Change in Nature of Business 37 8.2 Consolidation and Merger 37 8.3 54 6.5 Amendment of Organization Documents 54 6.6 Holding Company 54 Section 7. Guaranty 54 7.1 Guaranty of the Obligations 54 7.2 Payment by Guarantor 54 7.3 Liability of Guarantor Absolute 55 7.4 Waivers by Guarantor 56 7.5 Guarantor’s Rights of Subrogation, Contribution, etc. 57 7.6 Subordination of Other Obligations 58 7.7 Continuing Guaranty 58 7.8 Authority of Guarantor or Account Party 58 7.9 Financial Condition of Account Party 58 7.10 Bankruptcy, etc. 58 7.11 Discharge of Guaranty upon Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9Guarantor 59 Table of Contents (continued) Page Section 8. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation and Remedies 59 8.1 Events of Payments After Default 59 8.2 Remedies Upon Event of Default 42 SECTION 62 8.3 Application of Funds 62 Section 9. Agents 63 9.1 Appointment of Agents 63 9.2 Powers and Duties 63 9.3 General Immunity 63 9.4 Agents Entitled to Act as Lender 65 9.5 Lenders’ Representations, Warranties and Acknowledgment 65 9.6 Right to Indemnity 65 9.7 Successor Administrative Agent, Collateral Agent and Issuing Bank 66 9.8 Collateral Documents and Guaranty 67 9.9 Withholding Taxes 68 Section 10. AGENCY PROVISIONS 42 Miscellaneous 68 10.1 Appointment 42 Page Notices 68 10.2 Delegation of Duties 43 Expenses 69 10.3 Exculpatory Provisions 43 Indemnity 70 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-OffOff 71 10.5 Amendments and Waivers 71 10.6 Successors and Assigns; Adjustments 46 11.3 Benefit Participations 72 10.7 Independence of Agreement 47 11.4 Covenants 76 10.8 Survival of Representations, Warranties and Agreements 76 10.9 No Waiver; Remedies Cumulative 50 11.5 Payment 76 10.10 Marshalling; Payments Set Aside 76 10.11 Severability 76 10.12 Obligations Several; Independent Nature of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Lenders’ Rights 77 10.13 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING 77 10.14 APPLICABLE LAW 52 11.12 77 10.15 CONSENT TO JURISDICTION 77 10.16 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 77 10.17 Confidentiality 54 11.18 Designation 78 10.18 Usury Savings Clause 79 10.19 Counterparts 79 10.20 Effectiveness 79 10.21 Patriot Act 79 10.22 Electronic Execution of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:Assignments 80 APPENDICES
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Education Management Corporation)
Page. SECTION 4.1 Representations and Warranties of the SPV and the Initial Master Servicer 48 ARTICLE V CONDITIONS PRECEDENT 55 SECTION 5.1 Conditions Precedent to Closing 55 SECTION 5.2 Conditions Precedent to All Investments, Reinvestments and Letters of Credit 57 ARTICLE VI COVENANTS 58 SECTION 6.1 Organization Affirmative Covenants of the SPV and Good Standing. 30 Master Servicer 58 SECTION 6.2 Due Authorization 31 Negative Covenants of the SPV and Master Servicer 64 SECTION 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Affirmative Covenant of Ashland; Deemed Financial Condition 31 6.7 No Covenants 66 ARTICLE VII ADMINISTRATION AND COLLECTIONS 67 SECTION 7.1 Appointment of Master Servicer 67 SECTION 7.2 Duties of Master Servicer 68 SECTION 7.3 Blocked Account Arrangements 69 SECTION 7.4 Enforcement Rights 70 SECTION 7.5 Master Servicer Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 70 SECTION 7.6 Servicing Fee 72 SECTION 7.7 Protection of Ownership Interest of the Investors 72 ARTICLE VIII TERMINATION EVENTS 73 SECTION 8.1 Termination Events 73 SECTION 8.2 Termination 75 ARTICLE IX INDEMNIFICATION; EXPENSES; RELATED MATTERS 76 SECTION 9.1 Indemnities by the SPV 76 SECTION 9.2 Indemnities by the Master Servicer 78 SECTION 9.3 Indemnity for Taxes, Reserves and Expenses 79 SECTION 9.4 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 82 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence 9.5 Other Costs and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 Expenses; Breakage Costs 84 ARTICLE X THE AGENT 85 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page and Authorization of Agent 85 SECTION 10.2 Delegation of Duties 43 86 SECTION 10.3 Exculpatory Provisions 43 Liability of Agents and Managing Agents 86 TABLE OF CONTENTS Page SECTION 10.4 Reliance on Communications 44 by Agent 86 SECTION 10.5 Notice of Termination Event, Potential Termination Event or Master Servicer Default 44 87 SECTION 10.6 Non-Reliance on Administrative Credit Decision; Disclosure of Information by the Agent and Other Lenders 44 87 SECTION 10.7 Indemnification 45 of the Agent 88 SECTION 10.8 Administrative Agent in Its Individual Capacity 45 88 SECTION 10.9 Successor Administrative Resignation of Agents 88 SECTION 10.10 Payments by the Agent 46 89 ARTICLE XI MISCELLANEOUS 89 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit Term of Agreement 47 89 SECTION 11.2 Waivers; Amendments 89 SECTION 11.3 Notices; Payment Information 90 SECTION 11.4 No WaiverGoverning Law; Remedies Cumulative 50 Submission to Jurisdiction; Appointment of Service Agent 91 SECTION 11.5 Payment Integration 91 SECTION 11.6 Severability of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 Provisions 91 SECTION 11.7 Counterparts; Telecopy 52 Facsimile Delivery 91 SECTION 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification Successors and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Assigns; Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 92 SECTION 11.9 Waiver of Confidentiality 54 11.18 Designation 95 SECTION 11.10 Confidentiality Agreement 96 SECTION 11.11 Conduit Investor Provisions 96 SECTION 11.12 No Recourse 96 SECTION 11.13 No Proceedings; Limitations on Payments 97 TABLE OF CONTENTS Schedules Schedule I Yield and Rate Periods Schedule II Calculation of SPVs 54 SCHEDULES Required Reserves Schedule 1.1 Commitment Percentages Page III Settlement Procedures Schedule 6.8 Indebtedness 4.1(d) Perfection Representations, Warranties and Covenants Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b4.1(g) Form List of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” Actions and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:Suits
Appears in 1 contract
Samples: Transfer and Administration Agreement (Ashland Inc.)
Page. 6.1 Section 6.16 Xxxxxx 27 Section 6.17 Leases 27 Section 6.18 Records and Information 27 Section 6.19 Financial Statements 27 Section 6.20 Investor Status 27 Section 6.21 Securities Risks 27 Section 6.22 Independent Evaluation of Investment 28 Section 6.23 Purchaser Information 28 Section 6.24 No Review 28 Section 6.25 Disclosures and Schedules 28 ARTICLE VII BUYER’S REPRESENTATIONS 29 Section 7.1 Organization 29 Section 7.2 Capitalization of Earthstone 29 Section 7.3 Authority Relative to This Agreement 30 Section 7.4 Noncontravention 30 Section 7.5 Governmental Approvals 30 Section 7.6 Legal Proceedings 30 Section 7.7 Brokerage Fees 31 Section 7.8 Fairness Opinion 31 Section 7.9 NYSE Listing 31 Section 7.10 SEC Filings 31 Section 7.11 Securities Laws 31 Section 7.12 Investment Company Status 31 Section 7.13 Controls and Good Standing. 30 6.2 Due Authorization 31 6.3 Procedures 32 Section 7.14 Absence of Certain Changes 32 Section 7.15 Financial Resources 32 Section 7.16 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Additional Representations 32 ARTICLE VIII PRE-CLOSING COVENANTS 32 Section 8.1 Covenants and Agreements of Seller 32 Section 8.2 Covenants and Agreements of Buyer 35 Section 8.3 Covenants and Agreements of the Parties 35 Section 8.4 Casualty Losses 36 Section 8.5 Preparation of Proxy Statement; Stockholder Meeting 36 Section 8.6 Required Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Information 37 ARTICLE IX TAX MATTERS 38 Section 9.1 Apportionment of Property Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use 38 Section 9.2 Apportionment of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation Severance Taxes 38 Section 9.3 True-up for Certain Asset Taxes 38 Section 9.4 Tax Returns 38 Section 9.5 Refunds 39 Section 9.6 Income Taxes 39 Section 9.7 Transfer Taxes 39 Table of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS Contents (continued) Page Section 9.8 Allocations for Federal Income Tax Purposes 39 Section 9.9 Post-Closing Tax Matters 40 ARTICLE X CONDITIONS PRECEDENT TO CLOSING 41 Section 10.1 Seller’s Conditions Precedent 41 Section 10.2 Buyer’s Conditions Precedent 42 ARTICLE XI RIGHT OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties TERMINATION AND ABANDONMENT 43 10.3 Exculpatory Provisions Section 11.1 Termination 43 10.4 Reliance on Communications Section 11.2 Remedies 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent ARTICLE XII CLOSING 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form Section 12.1 Date of Closing Certificate Exhibit 5.1(f) Form 46 Section 12.2 Time and Place of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364Closing 46 Section 12.3 Closing Obligations 46 ARTICLE XIII POST-DAY CREDIT AGREEMENT 364CLOSING COVENANTS 47 Section 13.1 Post-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:Closing Adjustments 47 Section 13.2 Records 49 Section 13.3 Name Changes 49 Section 13.4 Improper or Unintended Transfers 49 Section 13.5 Further Assurances 49
Appears in 1 contract
Samples: Purchase and Sale Agreement (Earthstone Energy Inc)
Page. 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Section 10.13 Administrative Agent May File Bankruptcy Disclosure and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. Proofs of Claim 165 Section 10.14 Ship Mortgage Trust 166 ARTICLE XI MISCELLANEOUS 46 11.1 167 Section 11.01 Notices 46 11.2 167 Section 11.02 Waivers; Amendment 170 Section 11.03 Expenses; Indemnity 172 Section 11.04 Successors and Assigns 175 Section 11.05 Survival of Agreement 180 Section 11.06 Counterparts; Integration; Effectiveness 181 Section 11.07 Severability 181 Section 11.08 Right of SetSetoff; Marshalling; Payments Set Aside 181 Section 11.09 Governing Law; Jurisdiction; Consent to Service of Process 181 Section 11.10 Waiver of Jury Trial 183 Section 11.11 Headings 183 Section 11.12 Confidentiality 183 Section 11.13 Interest Rate Limitation 184 Section 11.14 Assignment and Acceptance 184 Section 11.15 Obligations Absolute 184 Section 11.16 Waiver of Defenses; Absence of Fiduciary Duties 185 Section 11.17 Patriot Act 185 Section 11.18 Bank Product Providers 186 Section 11.19 EXCLUDED SWAP OBLIGATIONS 186 Section 11.20 [Reserved] 186 Section 11.21 Judgment Currency 187 Section 11.22 Waiver of Sovereign Immunity 187 Section 11.23 Revolving Credit Facility Priority 187 Section 11.24 Acknowledgment and Consent to Bail-Off; Adjustments 46 11.3 Benefit In of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers EEA Financial Institutions 188 ANNEXES Annex I — Initial Lenders and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 Commitments SCHEDULES Schedule 1.1 Commitment Percentages Page 1.01(a) — Collateral Vessels Schedule 6.8 1.01(b) — Approved Classification Societies Schedule 1.01(c) — Acceptable Flag Jurisdictions Schedule 1.01(d) — Acceptable Third Party Technical Managers Schedule 1.01(e) — Unrestricted Subsidiaries Schedule 1.01(f) — Mortgaged Property Schedule 1.01 (g) — Demise Charters Schedule 1.01 (h) — Subsidiary Guarantors Schedule 1.01(i) — Restricted Parent Subsidiaries and Restricted Parent Joint Ventures Schedule 3.05(b) — Real Property Schedule 3.07(a) — Equity Interests Schedule 3.07(c) — Corporate Organizational Chart Schedule 3.07(d) — Immaterial Subsidiaries Schedule 3.07(e) — Direct Subsidiaries of Holdings Schedule 3.20 — Required Insurance Schedule 3.27 — Specified Accounts and Excluded Accounts Schedule 4.01(f) — Local Counsel Schedule 5.15 — Post-Closing Matters Schedule 6.01(c) — Existing Indebtedness Schedule 11.1 Notices 6.02(c) — Existing Liens Schedule 6.04(b) — Existing Investments Schedule 6.09(e) — Certain Affiliate Transactions Schedule 6.09(f) — Certain Affiliate Transactions - Intercompany Claims EXHIBITS Exhibit 2.1(b) A — Form of Competitive Bid Assignment and Acceptance Exhibit B — Form of Borrowing Request Exhibit 2.2(a) C — Form of Notice of Borrowing Compliance Certificate Exhibit 2.2(c) D — Form of Notice Intercompany Subordination Agreement Exhibit E — Form of Conversion/Continuation Interest Election Request Exhibit 2.6(a) F — Form of LC Request Exhibit G — Form of Auction Procedures Exhibit H-1 — Form of Term Note Exhibit H-2 — Form of Revolving Loan Note Exhibit 2.6(b) H-3 — Form of Competitive Bid Loan Swingline Note Exhibit 5.1(c) I — Form of Closing Perfection Certificate Exhibit 5.1(f) J-1 — Form of Legal Opinion Security Agreement Exhibit 7.1(c) J-2 — Form of Officer’s Holdings Pledge Agreement Exhibit K — Form of Portfolio Interest Certificate Exhibit 11.3 L — Form of Assignment Solvency Certificate Exhibit M — Form of Bank Product Provider Letter Agreement 364-DAY Exhibit N — Form of Joinder Agreement Exhibit O — Form of Quiet Enjoyment Agreement Exhibit P — Form of Collateral Vessel Mortgage CREDIT AGREEMENT 364-DAY This CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Credit Agreement”), dated as of May 30June 22, 2002 2017, is among DOMINION RESOURCESInternational Seaways, INC.Inc., a Virginia corporationMxxxxxxx Islands corporation (“Holdings”), VIRGINIA ELECTRIC AND POWER COMPANYInternational Seaways Operating Corporation, a Virginia corporationMxxxxxxx Islands corporation (the “Administrative Borrower”), CONSOLIDATED NATURAL GAS COMPANYOIN Delaware LLC, a Delaware corporation limited liability company (each of the above, individually, a “Borrower” and collectively, the “BorrowersCo-Borrower”), the several banks and other financial institutions Guarantors from time to time parties to this Credit Agreement (each a “Lender” and, collectivelyparty hereto, the “Lenders”)Lenders from time to time party hereto, JPMORGAN CHASE BANK, a New York banking corporationJefferies Finance LLC, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIAJefferies Finance LLC, as Co-Syndication Agentscollateral agent and mortgage trustee for the Secured Parties (in such capacity, the “Collateral Agent” or the “Mortgage Trustee” as the context requires), Skandinaviska Enskilda Bxxxxx XX (publ), as swingline lender (in such capacity, the “Swingline Lender”), and BARCLAYS BANK PLC and CITIBANK, N.A.Skandinaviska Enskilda Bxxxxx XX (publ), as Co-Documentation Agents. The parties hereto hereby agree as follows:an issuing bank for the Lenders.
Appears in 1 contract
Page. 6.1 Organization 7.1 Grant of Restricted Stock 10 7.2 Restricted Stock Agreement 10 7.3 Transferability 10 7.4 Other Restrictions 11 7.5 Removal of Restrictions 11 7.6 Voting Rights 11 7.7 Dividends and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use Other Distributions 11 7.8 Return of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 Restricted Stock to Company 12 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation 8 PERFORMANCE UNITS AND PERFORMANCE SHARES 12 8.1 Grant of Existence Performance Units/Shares 12 8.2 Value of Performance Units/Shares 12 8.3 Performance Objectives and Franchises 35 7.3 Books Other Terms 12 8.4 Earning of Performance Units/Shares 12 8.5 Form and Records. 35 7.4 Compliance with Law. 35 7.5 Timing of Payment of TaxesPerformance Units/Shares 13 8.6 Cancellation of Performance Units/Shares 13 SECTION 9 NONEMPLOYEE DIRECTOR OPTIONS 13 9.1 Granting of Options 13 9.2 Terms of Options 13 SECTION 10 MISCELLANEOUS 14 10.1 Deferrals 14 10.2 No Effect on Employment or Service 14 10.3 Participation 14 10.4 Indemnification 14 10.5 Successors 15 10.6 Beneficiary Designations 15 10.7 Limited Transferability of Awards 15 10.8 No Rights as Stockholder 15 SECTION 11 AMENDMENT, TERMINATION, AND DURATION 16 11.1 Amendment, Suspension, or Termination 16 11.2 Duration of the Plan 16 SECTION 12 TAX WITHHOLDING 16 12.1 Withholding Requirements 16 12.2 Withholding Arrangements 16 SECTION 13 LEGAL CONSTRUCTION 16 13.1 Gender and Number 16 13.2 Severability 16 13.3 Requirements of Law 17 13.4 Securities Law Compliance 17 TABLE OF CONTENTS (continued) Page 13.5 Governing Law 17 13.6 Captions 17 EXECUTION 19 PALMSOURCE, INC. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30, 2002 among DOMINION RESOURCES2003 EQUITY INCENTIVE PLAN PALMSOURCE, INC., a Virginia corporationhereby establishes the PalmSource, VIRGINIA ELECTRIC AND POWER COMPANYInc. 2003 Equity Incentive Plan, a Virginia corporationeffective as of , CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:2003.
Appears in 1 contract
Samples: Award Agreement (Palmsource Inc)
Page. 6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents 29 6.2 Validity and Priority of Security Interest 29 6.3 [Reserved] 30 6.4 Corporate Name; Prior Transactions 30 6.5 Organization and Good Standing. Qualification 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition Statements and Projections 30 6.7 Capitalization 31 6.7 6.8 Solvency 31 6.9 Debt 31 6.10 Distributions 31 6.11 Real Estate; Leases 31 6.12 Proprietary Rights 32 6.13 Trade Names 32 6.14 Litigation 32 6.15 Labor Disputes 32 6.16 Environmental Laws 33 6.17 No Violation of Law 34 6.18 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 34 6.19 ERISA Compliance 34 6.20 Taxes 32 6.11 35 6.21 Regulated Entities 35 6.22 Use of Proceeds; Margin Regulations 35 6.23 Copyrights, Patents, Trademarks and Licenses, etc. 35 6.24 No Material Adverse Change 35 6.25 Full Disclosure 36 6.26 Material Agreements 36 6.27 Bank Accounts 36 6.28 Governmental Authorization 36 ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS 36 7.1 Taxes and Other Obligations 36 7.2 Legal Existence and Good Standing 37 7.3 Compliance with Law 32 6.12 ERISA 33 6.13 and Agreements; Maintenance of Licenses 37 7.4 Maintenance of Property; Inspection of Property 37 7.5 Insurance 38 7.6 Insurance and Condemnation Proceeds 38 7.7 Environmental Laws 39 7.8 Compliance with ERISA; Pension and Multi-employer Plans 39 7.9 Mergers, Consolidations or Sales 39 7.10 Distributions; Capital Change; Restricted Investments 40 7.11 Transactions Affecting Collateral or Obligations 40 7.12 Guaranties 40 7.13 Debt 40 7.14 Payments of Other Debt; Repurchases of Senior Secured Notes 42 7.15 Transactions with Affiliates 43 7.16 Investment Banking and Finder’s Fees 43 Page 7.17 Business Conducted 43 7.18 Liens 43 7.19 Sale and Leaseback Transactions 43 7.20 Subsidiaries 43 7.21 Fiscal Year 44 7.22 [Reserved] 44 7.23 Fixed Charge Coverage Ratio 44 7.24 [Reserved] 44 7.25 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation 45 7.26 [Reserved] 45 7.27 Bank Accounts 45 7.28 [Reserved] 45 7.29 Modification of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt Agreements 45 7.30 Restrictions on Subsidiary Distributions 45 7.31 Further Assurances 46 ARTICLE 8 CONDITIONS OF LENDING 46 8.1 Conditions Precedent to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 Closing 46 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission Conditions Precedent to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Each Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:46
Appears in 1 contract
Samples: Credit Agreement (Unifi Inc)
Page. 6.1 Organization 7.4 Maintenance of Property; Inspection of Property. 37 7.5 Insurance. 37 7.6 Insurance and Good StandingCondemnation Proceeds. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 38 7.7 Environmental Laws. 38 7.8 Compliance with Law 32 6.12 ERISA 33 6.13 ERISA. 39 7.9 Mergers, Consolidations or Sales. 39 7.10 Distributions; Capital Change; Restricted Investments. 41 7.11 Transactions Affecting Collateral or Obligations. 41 7.12 Guaranties. 41 7.13 Debt. 41 7.14 Prepayment; Amendments; Etc. 42 7.15 Transactions with Affiliates. 43 7.16 Investment Banking and Finder’s Fees. 43 7.17 Business Conducted. 43 7.18 Liens. 43 7.19 Sale and Leaseback Transactions. 43 7.20 New Subsidiaries and Obligors. 43 7.21 Fiscal Year. 44 7.22 Capital Expenditures. 44 7.23 Fixed Charge Coverage Ratio. 44 7.24 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7Proceeds. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation 44 7.25 Banking Relationships. 45 7.26 Further Assurances. 45 ARTICLE 8 CONDITIONS OF LENDING 45 8.1 Conditions Precedent to Making of Existence and Franchises 35 7.3 Books and RecordsLoans on the Closing Date. 35 7.4 Compliance with Law45 8.2 Conditions Precedent to Each Loan. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 47 ARTICLE 9 DEFAULT; REMEDIES 47 9.1 Events of Default 39 Default. 47 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 1050 ARTICLE 10 TERM AND TERMINATION 51 10.1 Term and Termination. AGENCY PROVISIONS 42 10.1 51 ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS 52 11.1 Amendments and Waivers. 52 11.2 Assignments; Participations. 53 ARTICLE 12 THE AGENT 55 Section Page 12.1 Appointment 42 Page 10.2 and Authorization. 55 12.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Duties. 56 12.3 Liability of Agent. 56 12.4 Reliance on Communications 44 10.5 by Agent. 56 12.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Default. 57 12.6 Credit Decision. 57 12.7 Indemnification. 57 12.8 Agent in Its Individual Capacity 45 10.9 Capacity. 58 12.9 Successor Administrative Agent. 58 12.10 Withholding Tax. 58 12.11 Collateral Matters. 60 12.12 Restrictions on Actions by Lenders; Sharing of Payments. 61 12.13 Agency for Perfection. 61 12.14 Payments by Agent 46 SECTION 11to Lenders. 61 12.15 Settlement. 62 12.16 Letters of Credit; Intra-Lender Issues. 65 12.17 Concerning the Collateral and the Related Loan Documents. 67 12.18 Field Audit and Examination Reports; Disclaimer by Lenders. 67 12.19 Relation Among Lenders. 68 12.20 Arranger. 68 ARTICLE 13 Subsidiary guaranties 68 13.1 Subsidiary Guaranties. 68 13.2 Obligations Absolute. 68 13.3 Waiver of Suretyship Defenses. 69 13.4 Contribution and Indemnification. 69 13.5 Subordination of Intercompany Debt. 70 ARTICLE 14 MISCELLANEOUS 46 11.1 Notices 46 11.2 Right 70 14.1 No Waivers; Cumulative Remedies. 70 14.2 Severability. 70 14.3 Governing Law; Choice of Set-OffForum; Adjustments 46 11.3 Benefit Service of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etcProcess. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 71 14.4 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 TRIAL. 71 14.5 Survival of Representations and Warranties. 72 14.6 Other Security and Guaranties. 72 14.7 Fees and Expenses. 72 14.8 Notices. 73 14.9 Waiver of Notices. 74 14.10 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation Effect. 74 14.11 Indemnity of SPVs 54 the Agent and the Lenders by the Obligors. 74 14.12 Limitation of Liability. 75 14.13 Final Agreement. 75 14.14 Counterparts. 76 Section Page 14.15 Captions. 76 14.16 Right of Setoff. 76 14.17 Confidentiality. 76 14.18 Conflicts with Other Loan Documents. 77 ANNEXES, EXHIBITS AND SCHEDULES Schedule ANNEX A — DEFINED TERMS EXHIBIT A — FORM OF BORROWING BASE CERTIFICATE EXHIBIT B — FINANCIAL STATEMENTS EXHIBIT C — FORM OF NOTICE OF BORROWING EXHIBIT D — FORM OF NOTICE OF CONTINUATION/CONVERSION EXHIBIT E — FORM OF COMPLIANCE CERTIFICATE EXHIBIT F — FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT SCHEDULE 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b— LENDERS’ COMMITMENTS (ANNEX A—DEFINED TERMS) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY SCHEDULE 1.3 — EXISTING LETTERS OF CREDIT SCHEDULE 6.3 — ORGANIZATION AND QUALIFICATIONS SCHEDULE 6.4 — PRIOR NAMES; MERGERS; ETC. SCHEDULE 6.5 — SUBSIDIARIES AND AFFILIATES SCHEDULE 6.7 — CAPITALIZATION SCHEDULE 6.11 — REAL ESTATE; LEASES SCHEDULE 6.12 — PROPRIETARY RIGHTS SCHEDULE 6.13 — TRADE NAMES SCHEDULE 6.14 — LITIGATION SCHEDULE 6.15 — LABOR DISPUTES SCHEDULE 6.16 — ENVIRONMENTAL LAW SCHEDULE 6.19 — ERISA SCHEDULE 6.26 — MATERIAL AGREEMENTS SCHEDULE 6.27 — BANK ACCOUNTS SCHEDULE 7.10 — INVESTMENTS SCHEDULE 7.13 — DEBT SCHEDULE 7.15 — AFFILIATE TRANSACTIONS SCHEDULE 7.18 — LIENS CREDIT AGREEMENT 364-DAY THIS CREDIT AGREEMENT AGREEMENT, dated as of June 24, 2003 (this “Credit Agreement”), dated among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Bank of May 30America, 2002 among DOMINION RESOURCESN.A., INC.as agent for the Lenders (in its capacity as agent, the “Agent”), Banc of America Securities LLC, as arranger (the “Arranger”), Caraustar Industries, Inc., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware North Carolina corporation (“Caraustar”), and each Subsidiary of Caraustar listed on the abovesignature pages hereto as a “Borrower” (Caraustar and each such Subsidiary, individually, a “Borrower” and ”, and, collectively, the “Borrowers”), and each Subsidiary of Caraustar listed on the several banks and other financial institutions from time to time parties to this Credit Agreement signature pages hereto as a “Guarantor” (each such Subsidiary, individually, a “Lender” Guarantor”, and, collectively, the “LendersGuarantors”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:.
Appears in 1 contract
Page. 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use 8.8.1 Publication by a Party 101 8.8.2 Publication of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS Clinical Trial Results 102 8.9 Publicity 102 ARTICLE 9 REPRESENTATIONS, WARRANTIES, AND COVENANTS; DISCLAIMERS; LIMITATION OF DEFAULT 39 LIABILITY 103 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Mutual Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER 103 9.2 Additional Representations and Warranties of FATE 104 9.3 Additional Representations and Warranties of ONO 107 9.4 Mutual Covenants 109 9.5 DISCLAIMERS. 110 9.6 LIMITATION OF JURY TRIAL 53 11.13 LIABILITY 111 ARTICLE 10 INDEMNITY AND INSURANCE 111 10.1 ONO Indemnity 111 10.2 FATE Indemnity 112 10.3 Indemnification Procedure 113 10.4 Mitigation of Losses 113 10.5 FATE XXXX Xxxxxxxxx 000 10.6 Insurance. 114 10.6.1 By ONO 114 10.6.2 By FATE 114 ARTICLE 11 TERM AND TERMINATION 115 11.1 Term; Expiration 115 11.2 Termination for Cause 115 11.2.1 Material Breach 115 11.2.2 Cure Period 116 11.2.3 Disagreement as to Material Breach 116 11.3 ONO Unilateral Termination Rights 116 Page 11.4 Termination for Insolvency 117 11.5 Termination for Patent Challenge 118 11.6 Consequences of Termination 118 11.6.1 Consequences of Termination by ONO without Cause or by FATE 118 11.6.2 Consequences of Termination by ONO for Cause, Insolvency or Patent Challenge of FATE 125 11.7 Public Disclosure of Termination 127 11.8 Survival 128 ARTICLE 12 DISPUTE RESOLUTION 128 12.1 Exclusive Dispute Resolution Mechanism 128 12.2 Resolution by Executive Officers 129 12.3 Arbitration 129 12.4 Preliminary Injunctions 130 12.5 Patent Disputes 130 12.6 Confidentiality 131 12.7 No Trial by Jury 131 ARTICLE 13 MISCELLANEOUS 131 13.1 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation 131 13.2 Notices 131 13.3 Force Majeure 132 13.4 Assignment. 132 13.5 Further Assurances 134 13.6 Waivers 134 13.7 Governing Law 134 13.8 Relationship of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages the Parties 135 13.9 Third Party Beneficiary 135 Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS 13.10 Entire Agreement; Amendment; Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364135 13.11 Exports 135 13.12 Interpretation; Headings 135 13.13 Competition Law Filings 136 13.14 Performance by Affiliates 137 13.15 Anti-DAY CREDIT Corruption 137 13.16 Counterparts; Electronic Delivery 137 COLLABORATION AND OPTION AGREEMENT 364-DAY CREDIT THIS COLLABORATION AND OPTION AGREEMENT (this the “Credit Agreement”) is made and entered into as of September 14, 2018 (the “Effective Date”), dated as of May 30by and between FATE Therapeutics, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANYInc., a Delaware corporation located at 3535 General Xxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, Xxxxxx Xxxxxx of America (each of the above, individually, a “Borrower” and collectively, the “BorrowersFATE”), the several banks and other financial institutions from time Ono Pharmaceutical Co., Ltd., 8-2, Kyutaromachi 1-chome, Xxxx-xx, Xxxxx, Xxxxx 000-0000, Xxxxx (“ONO”). FATE and ONO are sometimes referred to time parties to this Credit Agreement (each herein individually as a “LenderParty” and, collectively, and collectively as the “LendersParties”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:.
Appears in 1 contract
Samples: Collaboration and Option Agreement (Fate Therapeutics Inc)
Page. Section 6 BOOKS AND RECORDS; REPORTS 22 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 Records 22 6.2 Annual Reports 22 6.3 Tax Matters 22 6.4 Electronic Delivery 22 Section 7 AMENDMENTS 22 7.1 Amendments Generally 22 7.2 Amendment by the Board 23 7.3 Amendments Provided to Members 24 7.4 Compliance with Law. 35 7.5 Payment Amendment of Taxes. 35 7.6 Insurance 36 7.7 Performance Certificate 24 Section 8 TRANSFER OF UNITS AND redemptions 24 8.1 Registration and Transfer of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 Shares 24 8.2 Consolidation Personal Conduct Repurchase Right 25 8.3 Redemption Plan 26 Section 9 RESTRICTION ON TRANSFER AND OWNERSHIP OF UNITS 26 9.1 Definitions 26 9.2 Restrictions on Ownership and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 Transfers 27 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Transfer in Trust 28 9.4 Remedies For Breach 29 9.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent Restricted Transfer 29 9.6 Owners Required to Provide Information 29 9.7 Remedies Not Limited 30 9.8 Ambiguity 30 9.9 Exception and Changes to Ownership Limit 30 9.10 Severability 30 9.11 Excess Shares 30 Section 10 DUTIES; LIABILITY; INDEMNIFICATION 33 10.1 Other Lenders 44 10.7 Activities 33 10.2 Limitation of Liability 33 10.3 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 34 Section 11 DISSOLUTION AND WINDING UP 36 11.1 Notices 46 Liquidating Events 36 11.2 Right Winding Up 36 11.3 Rights of Set-Off; Adjustments 46 11.3 Benefit Members 37 11.4 Notice of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 Dissolution 37 11.5 Payment Certificate of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Cancellation 37 Section 12 POWER OF ATTORNEY 37 12.1 Power of Attorney 37 12.2 Survival of Indemnification Power-of-Attorney 38 12.3 Written Confirmation of Power-of-Attorney 38 TABLE OF CONTENTS (continued) Page Section 13 MEMBERS’ VOTING POWERS AND MEETING 38 13.1 Voting 38 13.2 Voting Powers 38 13.3 Meetings 38 13.4 Record Dates 39 13.5 Quorum and Representations Required Vote 39 13.6 Action by Written Consent 39 13.7 Classes and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Series 39 Section 14 MISCELLANEOUS 39 14.1 Notices 39 14.2 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 40 14.3 Construction 40 14.4 Time 40 14.5 Headings 40 14.6 Severability 40 14.7 Further Action 40 14.8 Governing Law 41 14.9 Waiver of Action for Partition 41 14.10 Counterpart Execution 41 14.11 Board’s Discretion 41 14.12 Entire Agreement 41 14.13 Third Party Beneficiaries 41 14.14 Jurisdiction; Waiver of Jury Trial 41 14.15 Confidentiality 54 11.18 Designation 42 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN INVEST 1, LLC (A Delaware Limited Liability Company) This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN INVEST 1, LLC is entered into and shall be effective as of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT [ ], 201[ ] (this the “Credit AgreementEffective Date”), dated as of May 30by and among those Persons who have executed this Agreement or a counterpart hereof, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The or who become parties hereto hereby agree as follows:pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Jamestown Atlanta Invest 1, LLC)
Page. 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use Section 9.2 Insurance 23 Section 9.3 Maintenance of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Properties 23 Section 9.4 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 Taxes and Claims 24 Section 9.5 Corporate Existence, Etc 24 Section 9.6 Credit and Collection Policy 24 SECTION 810. NEGATIVE COVENANTS 37 8.1 24 Section 10.1 Minimum Consolidated Tangible Net Worth 24 Section 10.2 Interest Charges Coverage Ratio 24 Section 10.3 Limitation on Debt 25 Section 10.4 Available Asset Coverage 25 Section 10.5 Merger, Consolidation and Sale of Assets, Etc 25 Section 10.6 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 27 Section 10.7 Transactions with Affiliates 27 SECTION 911. EVENTS OF DEFAULT 39 9.1 Events 27 SECTION 12. REMEDIES ON DEFAULT, ETC 30 Section 12.1 Acceleration 30 Section 12.2 Other Remedies 30 Section 12.3 Rescission 30 Section 12.4 No Waivers or Election of Default 39 9.2 AccelerationRemedies, Expenses, Etc 31 SECTION 13. REGISTRATION; RemediesEXCHANGE; SUBSTITUTION OF NOTES 31 Section 13.1 Registration of Notes 31 Section 13.2 Transfer and Exchange of Notes 31 Section 13.3 Replacement of Notes 32 SECTION 14. 41 9.3 Allocation PAYMENTS ON NOTES 32 Section 14.1 Place of Payment 32 Section 14.2 Home Office Payment 32 SECTION 15. EXPENSES, ETC 33 Section 15.1 Transaction Expenses 33 Section 15.2 Survival 33 SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 33 TABLE OF CONTENTS (Not a part of the Agreement) SECTION HEADING PAGE SECTION 17. AMENDMENT AND WAIVER 34 Section 17.1 Requirements 34 Section 17.2 Solicitation of Holders of Notes 34 Section 17.3 Binding Effect, Etc 34 Section 17.4 Notes Held by Company, Etc 35 SECTION 18. NOTICES 35 SECTION 19. REPRODUCTION OF DOCUMENTS 35 SECTION 20. CONFIDENTIAL INFORMATION 36 SECTION 21. SUBSTITUTION OF PURCHASER 37 SECTION 22. MISCELLANEOUS 37 Section 22.1 Successors and Assigns 37 Section 22.2 Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance Due on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent Business Days 37 Section 22.3 Severability 37 Section 22.4 Construction 37 Section 22.5 Counterparts 38 Section 22.6 Governing Law 38 Section 22.7 Currency of Payment 38 Section 22.8 Economic and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent Monetary Union 39 ATTACHMENTS TO NOTE PURCHASE AGREEMENT: SCHEDULE A — Information Relating to Purchasers SCHEDULE B — Defined Terms SCHEDULE 4.9 — Changes in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11Corporate Structure SCHEDULE 5.3 — Disclosure Materials SCHEDULE 5.4 — Subsidiaries of the Company and Ownership of Subsidiary Stock SCHEDULE 5.5 — Financial Statements SCHEDULE 5.11 — Patents, Etc. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right SCHEDULE 5.14 — Use of Set-OffProceeds SCHEDULE 5.15 — Existing Debt; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(bFuture Liens EXHIBIT 1(a) — Form of Competitive Bid Request Exhibit 2.2(a5.177% Senior Note, Series 2006-A, due February 9, 2011 EXHIBIT 1(b) — Form of Notice of Borrowing Exhibit 2.2(c6.565% Senior Note, Series 2006-B, due February 9, 2011 EXHIBIT 4.4(a) — Form of Notice Opinion of Conversion/Continuation Exhibit 2.6(aSpecial Counsel for the Company EXHIBIT 4.4(b) — Form of Revolving Loan Note Exhibit 2.6(b) Form Opinion of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364Special Counsel for the Purchasers EXHIBIT 5.21 — Credit and Collection Policy AMERICAN CAPITAL STRATEGIES, LTD. 0 Xxxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, Xxxxxxxx 00000 5.177% Senior Notes, Series 2006-DAY CREDIT AGREEMENT 364A, due February 9, 2011 6.565% Senior Notes, Series 2006-DAY CREDIT AGREEMENT (this “Credit Agreement”)B, dated due February 9, 2011 Dated as of May 30February 9, 2002 among DOMINION RESOURCES2006 TO THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and Gentlemen: AMERICAN CAPITAL STRATEGIES, INCLTD., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “BorrowersCompany”), agrees with the several banks and other financial institutions from time to time parties to this Credit Agreement purchasers listed in the attached Schedule A (each a “Lender” and, collectively, the “LendersPurchasers”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree ) as follows:
Appears in 1 contract
Samples: Note Purchase Agreement (American Capital Strategies LTD)
Page. 6.1 Organization SECTION 6.08. Unconditional Right of Securityholders to Receive Principal and Good StandingInterest. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use 22 SECTION 6.09. Restoration of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence Rights and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation 22 SECTION 6.10. Rights and Remedies Cumulative. 22 SECTION 6.11. Delay or Omission Not Waiver. 22 SECTION 6.12. Control by Securityholders. 22 SECTION 6.13. Waiver of Payments After Event Past Defaults. 22 SECTION 6.14. Undertaking for Costs. 23 SECTION 6.15. Waiver of Default 42 Stay or Extension Laws. 23 Article 7 CONCERNING THE TRUSTEE 23 SECTION 107.01. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation Duties and Responsibilities of Duties 43 10.3 Exculpatory Provisions 43 10.4 Trustee. 23 SECTION 7.02. Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of ExpensesDocuments, Opinions, etc. 50 11.6 Amendments24 SECTION 7.03. No Responsibility for Recitals, Waivers etc. 24 SECTION 7.04. Ownership of Securities. 24 SECTION 7.05. Moneys to be Held in Trust. 24 SECTION 7.06. Compensation and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival Expenses of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Trustee. 25 SECTION 7.07. Officer’s Certificate Exhibit 11.3 Form as Evidence. 25 SECTION 7.08. Disqualifications; Conflicting Interest of Assignment Agreement 364Trustee. 25 SECTION 7.09. Eligibility of Trustee. 25 SECTION 7.10. Resignation or Removal of Trustee. 26 SECTION 7.11. Acceptance by Successor Trustee. 26 SECTION 7.12. Successor by Mxxxxx, etc. 27 SECTION 7.13. Limitations on Rights of Trustee as Creditor. 27 SECTION 7.14. Notice of Default. 27 SECTION 7.15. Appointment of Authenticating Agent. 27 Article 8 CONCERNING THE SECURITYHOLDERS 28 SECTION 8.01. Action by Securityholders. 28 SECTION 8.02. Proof of Execution by Securityholders. 29 SECTION 8.03. Who Are Deemed Absolute Owners. 29 SECTION 8.04. Company-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as Owned Securities Disregarded. 29 SECTION 8.05. Revocation of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each Consents; Future Securityholders Bound. 30 SECTION 8.06. Record Date. 30 Article 9 SECURITYHOLDERS’ MEETINGS 30 SECTION 9.01. Purposes of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent Meeting. 30 SECTION 9.02. Call of Meetings by Trustee. 30 SECTION 9.03. Call of Meetings by Company or Securityholders. 30 SECTION 9.04. Qualifications for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation AgentsVoting. The parties hereto hereby agree as follows:31 SECTION 9.05. Regulations. 31 SECTION 9.06. Voting. 31 Article 10 SUPPLEMENTAL INDENTURES 31 SECTION 10.01. Supplemental Indentures without Consent of Securityholders. 31 SECTION 10.02. Supplemental Indentures with Consent of Holders. 32 SECTION 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures. 33 Page
Appears in 1 contract
Samples: TriState Capital Holdings, Inc.
Page. 6.1 1 MANAGEMENT'S RIGHTS 2.01-2.02 1 District Organization 2.03 2 UNION RECOGNITION 3 2 Work of the Bargaining Unit 3.02 2 Part-time and Good Standing. 30 6.2 Due Authorization 31 6.3 Temporary Employees 3.03 2 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 other Agreements 3.04 2 Names of Union Representatives 3.05 2 Work stoppage or slow down 3.06 2 HUMAN RIGHTS 4 3 Sexual Harassment 4.02 3 UNION MEMBERSHIP 5 3 Employees to be Union Members 5.01 3 District to Notify of Staff Changes 5.02 3 New Employees to be Acquainted 5.03 4 CHECK-OFF OF UNION DUES 6 4 Check-off Payments 6.01 4 CORRESPONDENCE 7 4 LABOUR MANAGEMENT COMMITTEE 8 4 Establishment of Committee 8.01 4 Meetings of Committee 8.02 5 Jurisdiction of the Committee 8.03 5 Function of Committee 8.04 5 BARGAINING RELATIONS 9 5 Representation 9.01 5 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7Advisors 9.02 5 Shift Changes for Representation 9.03 5 GRIEVANCE PROCEDURE 10 6 Recognition of Stewards & Grievance 10.01 6 Permission to leave work 10.02 6 Definition of Grievance 10.03 6 Settling of Grievance 10.04 6 Policy Grievance 10.05 7 Management Grievance 10.06 7 Replies in Writing 10.07 7 Grievance Committee and Stewards 10.08 8 Amending of Time Limits 10.09 8 Time off for Grievor 10.10 8 ARBITRATION 11 8 Composition of Board of Arbitration 11.01 8 Conflict of interest of Chair 11.02 8 NAME OF ARTICLE ARTICLE PAGE Decision of the Board 11.03 8 Expenses to the Board 11.04 9 DISCHARGE, SUSPENSION AND DISCIPLINE 12 9 Written Warning or Written Reprimand 12.01 9 Right to Union Representation 12.02 9 Unjust Suspension or Discharge 12.03 9 May Omit Grievance Steps 12.04 9 Crossing of Picket Lines During Strike 12.05 9 SENIORITY 13 10 Definition 13.01 10 Seniority List 13.02 10 Probation for Newly Hired Employees 13.03 10 Loss of Seniority 13.04 10 Notification of Employee Status 13.05 11 Transfer & Seniority Outside Xxxx. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation Unit 13.06 11 Seniority on Re-Classification 13.07 11 EMPLOYEE CLASSIFICATION 14 11 PROMOTIONS AND STAFF CHANGES 15 12 Job Postings (Regular Positions) 15.01 12 Formal Testing 15.02 12 Seniority 15.03 12 Trial Period 15.04 13 Job Postings (Temporary Positions) 15.05 13 LAYOFFS AND RECALLS 16 13 Definition of Existence and Franchises 35 7.3 Books and RecordsLayoff 16.01 14 Layoff order 16.02 14 Layoff due to training, skill or qual. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 16.03 14 Recall 16.04 14 Recall areas 16.05 14 Notice of Default Layoff 16.06 14 Severance Pay 16.07 15 HOURS OF WORK 17 15 Outside (Hourly paid) Employees 17.01 16 Inside Employees 17.02 16 Parks and Recreation 17.03 16 Essential Services 17.04 18 Establishment of Other Shifts 17.05 19 Commencement of Shifts 17.06 19 Sunday Premium 17.07 19 Rest Periods 17.08 20 Notice of Shift change 17.09 20 Minimum Daily Pay 17.10 20 Reduction of Work Week 17.11 20 OVERTIME 18 20 Overtime Defined 18.01 20 NAME OF ARTICLE ARTICLE PAGE Compensation for Working Overtime 18.02 21 Overtime - Voluntary/Required 18.03 21 Overtime Maximum Hours 18.04 21 Compensating Time Off 18.05 21 No Pyramiding 18.06 21 Banked Overtime 18.07 22 EMERGENCY CALL-OUT 19 22 Call-out Defined 19.01 22 Call-out Compensation 19.02 22 STATUTORY HOLIDAYS 20 22 Paid Holidays 20.01 22 Entitlement 20.02 23 Pay for Statutory Holiday 20.03 23 Statutory Holiday During Vacation 20.04 23 Work on a Statutory Holiday 20.05 23 VACATIONS 21 24 Length of Vacations 21.01 24 Payment for Vacations 21.02 24 Vacation Pay Upon Termination 21.03 25 Request for Vacation Period 21.04 25 Vacation Carry Over 21.05 25 Broken Vacation Periods 21.06 26 Illness or Bereavement During Vacation 21.07 26 Taking Vacation 21.08 26 Deferred Vacation for Early Retirement 21.09 26 SICK LEAVE (Short Term Disability) 22 26 Sick Leave Defined 22.01 26 Sick Leave Payment 22.02 27 Disabilities Not Eligible for Payment 22.03 28 Continuing Disability 22.04 29 WCB - Benefits 22.05 29 Temporary Employees 22.06 30 LEAVE OF ABSENCE 23 30 Negotiation Pay Provisions 23.01 30 Meetings with Municipal Manager 23.02 30 Joint Job Evaluation 23.03 30 Leave of Absence for Union Functions 23.04 31 Leave of Absence for Full-Time Union 23.05 31 Leave for Union Business 23.06 31 Paid Bereavement Leave 23.07 31 Paid Jury or Court Duty Leave 23.08 31 Pallbearer's Leave 23.09 32 Maternity Leave 23.10 32 Adoption Leave 23.11 33 General Leave 23.12 33 Leave for Public Duties 23.13 33 NAME OF ARTICLE PAYMENT OF WAGES AND ALLOWANCES ARTICLE 24 PAGE 34 Pay Days 24.01 34 Pay on Termination 24.02 34 Pay on Promotion 24.03 34 Pay on Temporary Assignment 24.04 35 (a) Higher Rated job 35 (b) Lower Rated job 35 Premium Pay for Abnormal Conditions 24.05 35 Aquatic Staff Compensation for Training 24.06 36 Meal Allowance 24.07 37 JOB EVALUATION 25 38 New Classification 25.01 38 Request for Re-evaluation 25.02 38 Joint Job Evaluation Committee 25.03 38 Right to Retain Consultants 25.04 00 Xxx Xxxxxx 25.05 39 EMPLOYEE BENEFIT PLANS 26 39 District to Provide Benefit Plans 26.01 39 Health Plans 26.02 40 Group Insurance 26.03 41 Accidental Death & Dismemberment 26.03 41 Long Term Disability Plan 26.04 41 Pension (Municipal) Act 26.05 42 Superannuation - Buy Back 26.06 42 Dependants to Continue with Benefits 26.07 43 Health Benefits for Retiring Employees 26.08 43 Other Expense Reimbursement - Accountability 26.09 43 SAFETY, HEALTH, CLOTHING AND TOOLS 27 43 Safety Equipment 27.01 43 Protective Clothing 27.02 43 Wet Weather clothing 27.03 44 10.6 Non-Reliance Employee Obligation 27.04 44 Broken Tools 27.05 44 Pay for Injured Employees 27.06 44 Pay for Safety Boots 27.07 45 Immunization 27.08 45 Class 3 with Air Endorsement Medical Exams 27.09 45 TECHNOLOGICAL CHANGE 28 45 Definition 28.01 45 Terms 28.02 46 Severance Pay 28.03 46 CONTRACTING OUT 29 47 Definition 29.01 47 Severance Pay 29.02 47 Information on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right Contracting Out 29.03 48 NAME OF ARTICLE GENERAL CONDITIONS ARTICLE 30 PAGE 48 Employee Records 30.01 48 Chain of Set-Off; Adjustments 46 11.3 Benefit Command 30.02 48 Bulletin Boards 30.03 48 Union Label 30.04 49 Printing of Agreement 47 11.4 30.05 49 Union Activities 30.06 49 Community Response 30.07 49 GENERAL 31 49 Plural or Feminine Terms May Apply 31.01 49 TERM OF AGREEMENT 32 49 LETTERS OF AGREEMENT 51 to 69 #1 Police Dept afternoon shift 51 #2 Apprentices Wages 52 #3 SPECIAL Labourer 1 & Student Relief 53 #4 Youth Employment Programs 54 & 55 #5 Seniority - Part-time, Temp & Casual 56 & 57 #6 Joint Job Evaluation Project 58 #7 Aquatic Helper and Lifeguard/Instructor Positions 59 #8 Medical Placements 60 #9 No Waiver; Remedies Cumulative 50 11.5 Payment Layoff 61 & 62 Supplemental Unemployment Benefits Plan 63 & 64 Transfers/Demotions 65 & 66 Cola Transition Provisions 67 Leave of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival Absence with Deferred Pay 67 Privacy of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:Pay Stubs 68
Appears in 1 contract
Samples: Collective Agreement
Page. 6.1 Organization and Good StandingSection 1. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Accounting Terms 24 1.3 Uniform Commercial Code 24 1.4 Certain Matters of Construction 24 Section 2. CREDIT FACILITIES 25 2.1 Term Loans 25 2.1.1 Term A Loans 25 2.1.2 Term Notes 25 2.1.3 Use of Proceeds 25 2.1.4 Prepayments 25 Section 3. INTEREST AND CHARGES 26 3.1 Rates and Payment of Interest 26 3.2 Computation of Interest and Yield Protection 26 3.3 Reimbursement Obligations 26 3.4 Capital Adequacy 27 3.5 Mitigation 27 3.6 Maximum Interest 27 Section 4. LOAN ADMINISTRATION 28 4.1 Borrower Representative 28 4.2 One Obligation 28 4.3 Effect of Termination 28 Section 5. PAYMENTS 29 5.1 General Payment Provisions 29 5.2 Payment of Other Obligations 29 5.3 Marshaling; Payments Set Aside 29 5.4 Post-Default Allocation of Payments 29 5.4.1 Allocation 29 5.4.2 Erroneous Application 30 5.5 Loan Account 30 5.6 Taxes 30 5.6.1 Payments Free of Taxes 30 5.6.2 Payment 30 5.6.3 Refunds 31 5.7 Lender Tax Information 31 5.7.1 Status of Lenders 31 5.7.2 Documentation 31 5.7.3 Lender Obligations 32 5.8 Nature and Extent of Each Borrower’s Liability 32 5.8.1 Joint and Several Liability 32 5.8.2 Waivers 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 5.8.3 Extent of Liability; Contribution 34 5.8.4 Joint Enterprise 34 5.8.5 Subordination 34 Section 6. CONDITIONS PRECEDENT 35 6.1 Conditions Precedent 35 Section 7. AFFIRMATIVE COVENANTS 33 COLLATERAL 36 7.1 Information Covenants 34 Security Reaffirmation 36 7.2 Preservation Administration of Existence Accounts 36 7.3 Administration of Inventory 37 7.3.1 Records and Franchises 35 7.3 Books Reports of Inventory 37 7.3.2 Returns of Inventory 37 7.3.3 Acquisition, Sale and RecordsMaintenance 37 7.4 [Intentionally Omitted] 37 7.5 Administration of Deposit Accounts and Securities Accounts 37 7.6 General Provisions 38 7.6.1 Location of Collateral 38 7.6.2 Insurance of Collateral 38 Section 8. 35 7.4 REPRESENTATIONS AND WARRANTIES 39 8.1 General Representations and Warranties 39 8.1.1 Organization and Qualification 39 8.1.2 Power and Authority 39 8.1.3 Enforceability 39 8.1.4 Capital Structure 39 8.1.5 Corporate Names; Locations 39 8.1.6 Title to Properties; Priority of Liens 40 8.1.7 Financial Statements 40 8.1.8 Surety Obligations 40 8.1.9 Taxes 40 8.1.10 Brokers 41 8.1.11 Intellectual Property 41 8.1.12 Governmental Approvals 41 8.1.13 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Laws 41 8.1.14 Compliance with Environmental Laws 41 8.1.15 Burdensome Contracts 42 8.1.16 Litigation 42 8.1.17 No Defaults 42 8.1.18 ERISA 42 8.1.19 Trade Relations 42 8.1.20 Labor Relations 43 8.1.21 Payable Practices 43 8.1.22 Not a Regulated Entity 43 8.1.23 Margin Stock 43 8.1.24 Plan Assets 43 8.1.25 Immaterial Subsidiaries 43 8.1.26 Patriot Act 43 8.1.27 OFAC 43 8.1.28 Nature of Business 37 44 8.1.29 Material Contracts 44 8.1.30 No Bankruptcy Filing 44 8.2 Consolidation Complete Disclosure 44 Section 9. COVENANTS AND CONTINUING AGREEMENTS 44 9.1 Affirmative Covenants 44 9.1.1 Inspections 44 9.1.2 Financial and Merger 37 8.3 Sale or Lease Other Information 45 9.1.3 Notices 47 9.1.4 Landlord and Storage Agreements 47 9.1.5 Compliance with Laws 48 9.1.6 Taxes 48 9.1.7 Insurance 48 9.1.8 Licenses 48 9.1.9 Future Subsidiaries 48 9.1.10 Additional Guarantors 49 9.1.11 Preservation of Existence, Etc. 49 9.1.12 Keeping of Records and Books of Account 49 9.1.13 Maintenance of Properties, Etc. 49 9.1.14 Obtaining of Permits, Etc. 49 9.1.15 Further Assurances 49 9.2 Negative Covenants 50 9.2.1 Permitted Debt 50 9.2.2 Permitted Liens 51 9.2.3 [Intentionally Omitted] 52 9.2.4 Distributions; Upstream Payments 52 9.2.5 Restricted Investments 53 9.2.6 Disposition of Assets 38 8.4 Limitation 53 9.2.7 Loans; Extensions of Credit 53 9.2.8 Restrictions on Liens 38 8.5 Fiscal Year 38 SECTION 9Payment of Certain Debt 53 9.2.9 Fundamental Changes 53 9.2.10 Subsidiaries 54 9.2.11 Organic Documents 54 9.2.12 Tax Consolidation 54 9.2.13 Accounting Changes 54 9.2.14 Restrictive Agreements 54 9.2.15 Hedging Agreements 54 9.2.16 Conduct of Business 54 9.2.17 Affiliate Transactions 54 9.2.18 Plans 55 9.2.19 Amendments to the Indenture, Convertible Debenture, the Convertible Debenture Agreement, the Indenture Guaranty, the Convertible Debenture Guaranty, Revolver Agreement or Subordinated Debt 55 9.2.20 Immaterial Subsidiaries 55 9.2.21 Fixed Charge Coverage Ratio 56 9.2.22 Federal Reserve Regulations 56 9.2.23 Investment Company Act of 1940 56 9.2.24 2009 Debenture Intercreditor Agreement 56 Section 10. EVENTS OF DEFAULT; REMEDIES ON DEFAULT 39 9.1 56 10.1 Events of Default 39 9.2 Acceleration56 10.2 Remedies upon Default 58 10.3 License 59 10.4 Setoff 59 10.5 Remedies Cumulative; RemediesNo Waiver 60 10.5.1 Cumulative Rights 60 10.5.2 Waivers 60 Section 11. 41 9.3 Allocation COLLATERAL AGENT 60 11.1 Appointment, Authority and Duties of Payments After Event Collateral Agent 60 11.1.1 Appointment and Authority 60 11.1.2 Duties 61 11.1.3 Collateral Agent Professionals 61 11.1.4 Instructions of Required Lenders 61 11.2 Agreements Regarding Collateral and Field Examination Reports 61 11.2.1 Lien Releases; Care of Collateral 61 11.2.2 Possession of Collateral 62 11.2.3 Reports 62 11.3 Reliance By Collateral Agent 62 11.4 Action Upon Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation 62 11.5 Ratable Sharing 63 11.6 Indemnification of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance Agent Indemnitees 63 11.6.1 Indemnification 63 11.6.2 Proceedings 64 11.7 Limitation on Communications 44 10.5 Notice Responsibilities of Default 44 10.6 Collateral Agent 64 11.8 Successor Agent and Co-Agents 64 11.8.1 Resignation; Successor Collateral Agent 64 11.8.2 Separate Collateral Agent 65 11.9 Due Diligence and Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative 65 11.10 No Third Party Beneficiaries 65 11.11 Collateral Agent in Its its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:66
Appears in 1 contract
Page. 6.1 Organization 6.2 Conduct of Business; Maintenance of Existence and Good Standing. 30 6.2 Due Authorization 31 Assets 17 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Legal and Other Obligations 18 6.4 Insurance 18 6.5 Inspection 18 6.6 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE 19 6.7 Loans Secured 19 6.8 Further Assurances; Post Closing Deliveries 19 VII NEGATIVE COVENANTS 33 20 7.1 Information Financial Covenants 34 20 7.2 Preservation Indebtedness 20 7.3 Liens 21 7.4 Consolidations, Mergers and Investments 21 7.5 Restricted Payments 22 7.6 Transactions with Affiliates 23 7.7 Transfer of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment Assets; Issuance of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 Capital Stock 23 7.8 ERISA. 36 Holding Company 24 7.9 Organizational Documents; Accounting Changes; Use of Proceeds 36 Proceeds; Insurance; Business; Other Liabilities 24 7.10 Audits/Inspections 36 Related Documents and Subordinated Debt 24 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. No Performance Restrictions 24 7.12 Certain Specific Agreements 25 VIII EVENTS OF DEFAULT 39 9.1 25 8.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation 25 8.2 Certain Effects of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 27 IX RIGHTS AND REMEDIES 27 9.1 Rights and Remedies 27 9.2 Application of Proceeds 29 9.3 Attorney in Fact 29 9.4 Rights and Remedies not Exclusive 29 9.5 Changes in Law or Policy 29 9.6 Regulatory Matters 29 X WAIVERS AND JUDICIAL PROCEEDINGS 30 10.1 Appointment 42 Page Certain Waivers 30 10.2 Delegation of Duties 43 Amendments and Waivers 31 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 NonSurvival 31 XI AGENT PROVISIONS; SETTLEMENT 31 11.1 Agent 31 11.2 Co-Reliance on Administrative Agent Agents and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Designations 36 11.3 Set-Offoff and Sharing of Payments 36 11.4 Disbursement of Advances and Term B Advances 36 11.5 Settlements; Adjustments Payments; and Information 37 11.6 Dissemination of Information 38 11.7 Special Agent Advances 38 XII MISCELLANEOUS 38 12.1 Governing Law; Jurisdiction; Service of Process; Venue 38 12.2 Successors and Assigns; Assignments and Participations 39 12.3 Reinstatement; Application of Payments; Releases 40 12.4 Indemnity 40 12.5 Notice 41 Page 12.6 Severability; Captions; Counterparts 41 12.7 Expenses 41 12.8 Entire Agreement 41 12.9 Confidentiality and Publicity 41 12.10 No Consequential Damages 42 12.11 Joint and Several Liability 43 XIII TAXES 44 13.1 Taxes 44 XIV GUARANTY 46 11.3 Benefit of Agreement 14.1 Guaranty 46 14.2 Reinstatement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, 14.3 Additional Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY 47 14.4 Continuing Guaranty 47 14.5 Maximum Liability 47 14.6 Subordination 48 14.7 Subrogation 48 14.8 Information Concerning Borrowers 48 CREDIT AGREEMENT 364-DAY This CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30March 21, 2002 2007, is entered into by and among DOMINION RESOURCESFIBERNET OPERATIONS, INC., a Virginia corporationDelaware corporation (“FiberNet”), VIRGINIA ELECTRIC AND POWER COMPANYas a Borrower and a Credit Party; DEVNET L.L.C., a Virginia corporationDelaware limited liability company (“Devnet”), CONSOLIDATED NATURAL GAS COMPANYas a Borrower and a Credit Party; FIBERNET TELECOM GROUP, INC., a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “BorrowersHoldings”), the several banks as a Guarantor and other financial institutions from time to time parties to this a Credit Agreement Party; FIBERNET TELECOM, INC., a Delaware corporation (each a “Lender” and, collectively, the “LendersFiberNet Telecom”), JPMORGAN CHASE BANKas a Guarantor and a Credit Party; AVAILIUS, LLC, a New York banking corporationlimited liability company (“Availius”), as a Guarantor and a Credit Party; LOCAL FIBER, LLC, a New York limited liability company (“Local Fiber”), as a Guarantor and a Credit Party; FIBERNET EQUAL ACCESS, L.L.C., a New York limited liability company (“FiberNet Equal Access”), as a Guarantor and a Credit Party; CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (in its individual capacity, “CapitalSource”), as administrative agent for the Lenders hereunder (CapitalSource, in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. ; and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The the LENDERS from time to time parties hereto hereby agree as follows:hereto.
Appears in 1 contract
Page. 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER of Both Parties 122 9.2 Representations and Warranties of Juno 123 9.3 Representations and Warranties of Celgene 124 9.4 Covenants 125 9.5 Disclaimer 127 ARTICLE 10 INDEMNIFICATION; INSURANCE 128 10.1 Indemnification by Celgene 128 10.2 Indemnification by Juno 128 10.3 Notice of Claims 129 10.4 Indemnification Procedures 129 10.5 Indemnification Following Exercise of the Option 130 10.6 LIMITATION OF JURY TRIAL 53 11.13 LIABILITY 130 ARTICLE 11 TERM AND TERMINATION 131 11.1 Term; Expiration 131 11.2 Termination for Breach 131 11.3 Voluntary Termination 132 11.4 Termination for Bankruptcy 132 11.5 Termination for Patent Challenge 132 11.6 Termination for Failure to Close Share Purchase Agreement or Breach of Standstill 133 11.7 Effects of Expiration or Termination 133 11.8 Juno Reversion Compounds 135 11.9 Celgene Reversion Compounds 136 11.10 Surviving Provisions 137 ARTICLE 12 MISCELLANEOUS 139 12.1 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation 139 12.2 Notices 139 12.3 Force Majeure 140 12.4 Assignment 141 12.5 Waivers and Modifications 143 12.6 Waiver of SPVs 54 Jury Trial 143 12.7 Choice of Law; Jurisdiction; Venue 143 12.8 Arbitration 144 12.9 Relationship of the Parties 146 12.10 Entire Agreement 146 12.11 Counterparts 146 12.12 Equitable Relief 146 12.13 Interpretation 146 12.14 Celgene Parties 147 Page 12.15 Further Assurances 148 EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D LIST OF EXHIBITS Exhibit A Form of License Agreement Exhibit B Form of Juno Lead Co-Co Agreement Exhibit C Form of Celgene Lead Co-Co Agreement Exhibit D Form of Material Transfer Agreement LIST OF SCHEDULES Schedule 1.1 Commitment Percentages Page 1.25 Celgene [***] Products Schedule 6.8 Indebtedness 1.37 Celgene Targets Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b3.1.5 [***] Program - Post-Option Exercise Agreements Schedule 7.3.6(c) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT Core Countries [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. AMENDED AND RESTATED MASTER RESEARCH AND COLLABORATION AGREEMENT 364-DAY CREDIT This AMENDED AND RESTATED MASTER RESEARCH AND COLLABORATION AGREEMENT (this “Credit Agreement”), dated ) is entered into as of May 30August 13, 2002 2015 (the “Execution Date”) by and among DOMINION RESOURCESJuno Therapeutics, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANYInc., a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “BorrowersJuno”), and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to all rights and obligations under this Agreement in the several banks United States, and other financial institutions from time Celgene RIVOT Ltd. (“Celgene RIVOT”), with respect to time parties all rights and obligations under this Agreement outside the United States (Celgene RIVOT and Celgene Corp., together, “Celgene”). Celgene and Juno are each referred to this Credit Agreement (each herein by name or as a “Lender” andParty”, or, collectively, as the “LendersParties.”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The parties hereto hereby agree as follows:
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Page. 6.1 Organization Section 11.2 Illegality 143152 Section 11.3 Increased Cost and Good Standing. 30 6.2 Due Authorization 31 6.3 Reduced Return 143152 Section 11.4 Taxes 145154 Section 11.5 Replacement of Lenders 149158 Section 11.6 Benchmark Replacement; Conforming Changes 160 ARTICLE XII MISCELLANEOUS 151160 Section 12.1 Notices 151160 Section 12.2 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 AccelerationWaivers 152161 Section 12.3 Expenses; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right 152161 Section 12.4 Sharing of Set-OffOffs 153162 Section 12.5 Amendments and Waivers 154163 Section 12.6 Successors and Assigns 155165 Section 12.7 Collateral; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No WaiverQP Status 158167 Section 12.8 Governing Law; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 158168 Section 12.9 Marshalling; Recapture 159168 Section 12.10 Counterparts; Integration; Effectiveness 159168 Section 12.11 Waiver of Jury Trial 159169 Section 12.12 Survival 159169 Section 12.13 Domicile of Loans 159169 Section 12.14 Limitation of Liability 169 Section 12.15 Recourse; Non-Petition 160169 Section 12.16 Confidentiality 54 11.18 Designation 160170 Section 12.17 Special Provisions Applicable to CP Lenders 161171 Section 12.18 Direction of SPVs 54 Collateral Agent 163172 Section 12.19 Borrowings/Loans Made in the Ordinary Course of Business 163173 Section 12.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 163173 Section 12.21 PATRIOT Act 164173 Section 12.22 Severability 164173 Section 12.23 Acknowledgement Regarding Any Supported QFCs 164174 ARTICLE XIII ASSIGNMENT OF CORPORATE SERVICES AGREEMENT AND SALE AND CONTRIBUTION AGREEMENT 165175 Section 13.1 Assignment of Corporate Services Agreement and Sale and Contribution Agreement 165175 ARTICLE XIV THE DOCUMENT CUSTODIAN 168177 Section 14.1 The Document Custodian 168177 Section 14.2 Document Custodian Compensation 170180 Section 14.3 Limitation on Liability 170180 Section 14.4 Document Custodian Resignation 172181 Section 14.5 Release of Documents 172181 Section 14.6 Return of Related Contracts 173182 Section 14.7 Access to Certain Documentation and Information Regarding the Related Contracts 173182 Page Section 14.8 Custodian Agent 173183 Section 14.9 Removal and Resignation 173183 SCHEDULES AND EXHIBITS Schedule 1.1 A - Approved Appraisal Firms Schedule B - S&P Industry Classifications Schedule C - [Reserved] Schedule D - S&P Recovery Rate and Default Rate Tables Schedule E - S&P Recovery Rate Matrix Schedule F - S&P Weighted Average Life Matrix Schedule G - Lender Commitment Percentages Page Amounts Schedule 6.8 Indebtedness H - Structure Chart Schedule 11.1 Notices EXHIBITS I - Transaction Summary Exhibit 2.1(b) A - Form of Competitive Bid Request Note for Loans Exhibit 2.2(a) B - Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 C - Form of Assignment and Assumption Agreement 364Exhibit D - Scope of Collateral Report Exhibit E - Scope of Payment Date Report Exhibit F - Scope of Asset-DAY Level Reporting to Lenders Exhibit G - Form of Retention Letter Exhibit H - Form of Related Contract Document Request Exhibit I - Form of Tax Compliance Certificate Exhibit J - Form of Document Checklist Exhibit K - Authorized Representatives of Services Provider Exhibit L - Form of Prepayment/Commitment Reduction Notice Exhibit M - Form of Financial Statement Certificate of an Authorized Officer of the Borrower pursuant to Section 5.1(b) Exhibit N - Form of Relevant Recipient Certification CREDIT AGREEMENT 364-DAY THIS CREDIT AGREEMENT (this “Credit Agreement”), dated as of May 30September 16, 2002 2021, is entered into by and among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, Core Income Funding I LLC a Delaware corporation (each of the abovelimited liability company, individually, a “as Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions Lenders party hereto from time to time parties to this Credit Agreement (each a “Lender” andtime, collectivelyNATIXIS, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporationNEW YORK BRANCH, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), STATE STREET BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIAAND TRUST COMPANY, as Co-Syndication AgentsCollateral Agent, Collateral Administrator and Custodian, and BARCLAYS BANK PLC and CITIBANK, N.A.ALTER DOMUS (US) LLC, as Co-Documentation Agents. The parties hereto hereby agree as follows:Document Custodian.
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Page. Section 6 BOOKS AND RECORDS; REPORTS 22 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 Records 22 6.2 Annual Reports 23 6.3 Tax Matters 23 6.4 Electronic Delivery 23 Section 7 AMENDMENTS 23 7.1 Amendments Generally 23 7.2 Amendment by the Board 23 7.3 Amendments Provided to Members 24 7.4 Compliance with Law. 35 7.5 Payment Amendment of Taxes. 35 7.6 Insurance 36 7.7 Performance Certificate 25 Section 8 TRANSFER OF SHARES AND REDEMPTIONS 25 8.1 Registration and Transfer of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 Shares 25 8.2 Consolidation Personal Conduct Repurchase Right 26 8.3 Redemption Plan 26 Section 9 RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES 27 9.1 Definitions 27 9.2 Restrictions on Ownership and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 Transfers 28 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Transfer in Trust 29 9.4 Remedies For Breach 30 9.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent Restricted Transfer 30 9.6 Owners Required to Provide Information 30 9.7 Remedies Not Limited 30 9.8 Ambiguity 30 9.9 Exception and Changes to Ownership Limit 31 9.10 Severability 31 9.11 Excess Shares 31 Section 10 DUTIES; LIABILITY; INDEMNIFICATION 34 10.1 Other Lenders 44 10.7 Activities 34 10.2 Limitation of Liability 34 10.3 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 35 Section 11 DISSOLUTION AND WINDING UP 36 11.1 Notices 46 Liquidating Events 36 11.2 Right Winding Up 37 11.3 Rights of Set-Off; Adjustments 46 11.3 Benefit Members 37 11.4 Notice of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 Dissolution 37 11.5 Payment Certificate of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Cancellation 37 Section 12 POWER OF ATTORNEY 38 12.1 Power of Attorney 38 12.2 Survival of Indemnification Power-of-Attorney 38 12.3 Written Confirmation of Power-of-Attorney 39 TABLE OF CONTENTS (continued) Page Section 13 MEMBERS’ VOTING POWERS AND MEETING 39 13.1 Voting 39 13.2 Voting Powers 39 13.3 Meetings 39 13.4 Record Dates 39 13.5 Quorum and Representations Required Vote 40 13.6 Action by Written Consent 40 13.7 Classes and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Series 40 Section 14 MISCELLANEOUS 40 14.1 Notices 40 14.2 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 41 14.3 Construction 41 14.4 Time 41 14.5 Headings 41 14.6 Severability 41 14.7 Further Action 41 14.8 Governing Law 41 14.9 Waiver of Action for Partition 41 14.10 Counterpart Execution 41 14.11 Board’s Discretion 41 14.12 Entire Agreement 42 14.13 Third Party Beneficiaries 42 14.14 Jurisdiction; Waiver of Jury Trial 42 14.15 Confidentiality 54 11.18 Designation 43 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN INVEST 1, LLC (A Delaware Limited Liability Company) This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN INVEST 1, LLC is entered into and shall be effective as of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREEMENT October 23, 2019 (this the “Credit AgreementEffective Date”), dated as of May 30by and among those Persons who have executed this Agreement or a counterpart hereof, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as Co-Documentation Agents. The or who become parties hereto hereby agree as follows:pursuant to the terms of this Agreement.
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Samples: Limited Liability Company Agreement (Jamestown Invest 1, LLC)
