CONTRACT EXHIBIT I PREFERRED PRICING AFFIDAVIT This preferred-pricing affidavit is entered into in accordance with section 216.0113, F.S., and as required by Contract No. 80101507-21-STC-ITSA (“Contract”) between (“Contractor”) and the Department of Management Services. As the person authorized by Contractor to sign this affidavit, I attest that the Contractor is in full compliance with the preferred-pricing clause of the Contract. Contractor’s Name: By: Signature Printed Name/Title Date: STATE OF COUNTY OF Sworn to (or affirmed) and subscribed before me this day of , by Vendor Name: FEIN# Vendor’s Authorized Representative Name and Title: Address: City, State, and Zip code: Phone Number: ( ) - E-mail: CORPORATE SEAL (IF APPLICABLE) (Print, Type, or Stamp Commissioned Name of Notary Public) [Check One] Personally Known OR Produced the following I.D.
Draw Down Terms Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows: (a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. (b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively) (c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period. (d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments: (i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and (e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via facsimile transmission in accordance with Section 8.3. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the first Trading Day following the date such Draw Down Notice is received (the "Commencement Date"). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On or before any Trading Day that a Draw Down Notice is delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice. Draw Down Notices shall be made no less than 10 Business Days apart, unless otherwise agreed upon by the Company and the Purchaser. (f) On the Trading Day immediately following the last day of the Settlement Period, the Company shall deliver, and the Purchaser shall acknowledge receipt of, a settlement statement (the "Settlement Statement") setting forth the number of Draw Down Shares issuable and the aggregate Purchase Price as to such Settlement Period. On the Settlement Date as to such Draw Down, the Draw Down Shares purchased pursuant to such Settlement Statement shall be delivered to the Depository Trust Company ("DTC") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system ("DWAC"). Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in the Settlement Statement, for the amount of the aggregate Purchase Price of such Draw Down Shares. Upon the Company electronically delivering the Draw Down Shares to the Purchaser or its designee's DTC account via DWAC after 1:00 p.m. ET, the Purchaser shall wire transfer next day available funds to the Company's designated account on such day. At the sole election of the Purchaser, the Purchaser may elect to pay any broker fees disclosed in the schedules attached to this Agreement directly to the brokers pursuant to written instructions from any such broker. (g) The Company understands that a delay in the delivery of the Draw Down Shares to the Purchaser beyond the Settlement Date could result in economic loss to the Purchaser. In addition to the Purchaser's other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Draw Down Shares (based on the Closing Price of the Common Stock on the applicable Settlement Date) required to be delivered on the Settlement Date, $100 per Trading Day (increasing to $200 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Settlement Date until such Draw Down Shares are delivered pursuant to this Article VI. Nothing herein shall limit the Purchaser's right to pursue actual damages for the Company's failure to deliver certificates (via DWAC) representing any Securities as required by the Transaction Documents, including but not limited to the cost of any buy-in to the Purchaser, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
Schedule of Specific Commitments 1. Each Party shall set out in a schedule the specific commitments it undertakes under Article 106 (National Treatment), Article 000 (Xxxxxx Xxxxxx) and Article 108 (Additional Commitments). With respect to sectors where such commitments are undertaken, each Schedule shall specify: (a) terms, limitations and conditions on market access; (b) conditions and qualifications on national treatment; (c) undertakings relating to additional commitments referred to in Article 108 (Additional Commitments); and (d) where appropriate, the time-frame for implementation of such commitments and the date of entry into force of such commitments. 2. Measures inconsistent with both Articles 106 (National Treatment) and 000 (Xxxxxx Xxxxxx) are inscribed in the column relating to Article 107 (Market Access). In this case, the inscription is considered to provide a condition or qualification to Article 106 (National Treatment) as well. 3. The Parties' Schedules of Specific Commitments are set out in Annex 6 (Schedules of Specific Commitments).
Notice and Terms of Optional Prepayment The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any optional prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment. Each such notice shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each such partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each such prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and shall be accompanied by accrued interest to the extent required by Section 3.02.
Repayment of Advances If the identity of the Servicer shall change, the predecessor Servicer shall be entitled to receive reimbursement for outstanding and unreimbursed Simple Interest Advances made pursuant to Section 4.4 by the predecessor Servicer.
Loan Terms The Loan will be evidenced by the Note and will bear interest and be paid in accordance with the payment terms set forth in the Note.
Terms of Repayment 1. If I do not meet the criteria for loan forgiveness, I shall repay this loan, including accrued interest, to the State of Wisconsin. a. The interest rate will be 5% annually and interest will begin to accrue upon the initial date of repayment. b. I shall have ten years from the initial date of repayment to repay my loan in full. The start of the repayment period will be determined by HEAB, but will begin no sooner than six months after I graduate or leave my current program of study. If I do not repay my loan in full by the end of the ten-year repayment period, I shall be required to make a balloon payment and pay the remaining balance in full. c. I shall make minimum monthly payments due by the 1st of each month. The minimum monthly payment amount will be the amount required to pay the total amount loaned in full in 120 months (ten years) at an annual interest rate of 5%. d. I may request, with appropriate supporting documentation, a deferment of my loan payments. Interest will not accrue during times of HEAB-approved deferments. HEAB may grant deferments for: a) full-time enrollment at an accredited institution, b) up to three years of military service, Peace Corps, or VISTA, and c) up to six months for temporary unemployment or pregnancy/childbirth/legal adoption of a child.
Prepayment of Advances No Borrower shall have the right to prepay any principal amount of any Advances other than as provided in this Section 2.07.
Pricing Schedule 7.1. The Pricing Schedule sets out details of the pricing of the Services. 7.2. The prices in the Pricing Schedule are not to be increased for the period of the Contract. 7.3. Accordingly, the Service Provider may not unilaterally increase the prices in the Pricing Schedule. But nothing in the Contract prevents the Service Provider from improving on the prices in the Pricing Schedule for the purposes of a particular Order.
Amendments to Schedule of Receivables If the Servicer, during a Collection Period, assigns to a Receivable an account number that differs from the original account number identifying such Receivable on the Schedule of Receivables, the Servicer shall deliver to the Issuer, the Owner Trustee and the Indenture Trustee, on or before the Payment Date relating to such Collection Period, an amendment to the Schedule of Receivables reporting the newly assigned account number, together with the old account number of each such Receivable. The first such delivery of amendments to the Schedule of Receivables shall include monthly amendments reporting account numbers appearing on the Schedule of Receivables with the new account numbers assigned to such Receivables during any prior Collection Period.