Privileged & Confidential. Schedule 2
Privileged & Confidential. EXECUTION COPY
Privileged & Confidential. Company shall forward to Bank mutually agreed information including name, address, social security number or taxpayer identification number, and date of birth (if applicable) regarding Applicants who meet the eligibility criteria set forth in a Credit Policy. Company shall have no discretion to override a Credit Policy with respect to any Applications.
Privileged & Confidential. Subject to timely receipt of the Funding Statement, Bank shall transfer by wire transfer, or initiate a transfer by ACH, to an account designated by Company by no later than 3:00 PM Mountain Time on each Funding Date the aggregate amount of Loan Origination Fees set forth on the Funding Statement.
Privileged & Confidential. All approvals, authorizations, consents, and other actions by, notices to, and filings with any Person required to be obtained for the execution, delivery, and performance of this Agreement by Company, have been obtained;
Privileged & Confidential. The Placement Agent shall accept subscriptions only from (i) persons or entities who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) or (ii) persons or entities who were offered and purchased the Units outside the United States in an Offshore Transaction (as such term is defined in Regulation S) and who are not U.S. Persons (as such term is defined in Regulation S) and are not acting for the account or benefit of a person in the United States or a U.S. Person. With respect to the Offering, the Company shall provide the Placement Agent, on terms set forth herein, the right to offer and sell all of the Units being offered during the Offering Period. It is understood that no sale shall be regarded as effective unless and until accepted by the Company and DVI. The Company and DVI may, in their sole discretion, accept or reject, in whole or in part, any prospective investment in the Units or allot to any prospective subscriber less than the number of Units that such subscriber desires to purchase. Purchases of Units may be made by the Placement Agent and its officers, directors, employees and affiliates and by the officers, directors, employees and affiliates of the Company and DVI for the Offering. The Offering will be made by the Company pursuant to the Confidential Private Placement Memorandum (including the documents and information attached thereto as exhibits), the Subscription Agreement and any documents, agreements, supplements and additions thereto (“Subscription Documents”), which at all times will be in form and substance reasonably acceptable to the Company, DVI and the Placement Agent and their respective counsel and contain such legends and other information as the Company, DVI and the Placement Agent and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein.
Privileged & Confidential. In accordance with Section 2.8 of the Agreement, the General Partner of the Partnership hereby establishes The Last Swim Film, as a Series of the Partnership with the terms as set forth in the Agreement and this Series Appendix.
Privileged & Confidential. A Change in Control shall not include a transfer to a related person as described in Code section 409A or a public offering of capital stock of the Company.
Privileged & Confidential. Bank may terminate this Agreement immediately upon written notice to Company if Bank incurs any Loss that would have been subject to indemnification under Section 10(a) but for the application of Applicable Laws that limit or restrict Bank’s ability to seek such indemnification.
Privileged & Confidential. The fact that Bank or Company has provided approval or consent shall not mean or otherwise be construed to mean that: (i) either Party has performed any due diligence with respect to the requested or required approval or consent, as applicable; (ii) either Party agrees that the item or information for which the other Party seeks approval or consent complies with any Applicable Laws; (iii) either Party has assumed the other Party’s obligations to comply with all Applicable Laws arising from or related to any requested or required approval or consent; or (iv) except as otherwise expressly set forth in such approval or consent, either Party’s approval or consent impairs in any way the other Party’s rights or remedies under the Agreement, including indemnification rights for Company’s failure to comply with all Applicable Laws.
