STANADYNE CORPORATION Sample Clauses

STANADYNE CORPORATION. By: /s/ Xxxxxxx X. Xxxxxx --------------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: President & Chief Executive Officer
Sample 1
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STANADYNE CORPORATION a Delaware Corporation, as Borrower By: /s/ Xxxxxxx X. Xxxxxx (Signature) Name: Xxxxxxx X. Xxxxxx Title: Vice President, Chief Financial Officer and Secretary ACKNOWLEDGED: (Name of Lender) By: /s/ Xxxxx Xxxxxxxx (Signature) Name: Xxxxx Xxxxxxxx Title: Vice President CONSENT OF GUARANTORS Each of the undersigned as a Guarantor of the obligations of Borrower to the Lender executing the foregoing Agreement hereby agrees that the foregoing Agreement, each of their respective Guarantee Agreements and each other Loan Documents may be assigned to the Export-Import Bank of the United States. Signature: /s/ Xxxxxxx X. Xxxxxx Stanadyne Intermediate Holding Corp. Name of Signer: Xxxxxxx X. Xxxxxx (Print) Title: Vice President, Chief Financial Officer and Secreatary (Print) ANNEXES: Annex A - Loan Authorization Agreement, Fast Track Loan Authorization Agreement or Loan Authorization Notice, as applicable Annex B - Economic Impact Certification I am making this Economic Impact Certification on behalf of Stanadyne Corporation (the “Borrower”) pursuant to Section 2.14(b) of the Borrower Agreement applicable to the Borrower’s Loan Facility. All capitalized terms not otherwise defined in this Certification are as defined in the Borrower Agreement. I hereby certify that: x No Items listed in Section 4.A.(1.) of the Loan Authorization Agreement applicable to the Borrower’s Loan Facility are Capital Goods. ¨ No Items being added to Section 4.A.(1.) of the Loan Authorization Agreement in amending such document are Capital Goods. ¨ The Items listed below are Capital Goods. In accordance with Section 2.14(a) of the Borrower Agreement, the Borrower has either conducted its own analysis or obtained an Economic Impact Approval concluding that such Items do not require any restrictions. The Economic Impact Approval or Borrower’s analysis supporting this conclusion is attached.
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STANADYNE CORPORATION. TRADEMARK LICENSES
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STANADYNE CORPORATION. By: /s/ XXXXXXX X. XXXXXX ---------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President & CFO PRECISION ENGINE PRODUCTS CORP., as Guarantor By: /s/ XXXXXXX X. XXXXXX ---------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President & CFO [Face of Note] CUSIP/CINS 000000XX0 10.00% Senior Subordinated Notes due 2014 No. ___ $____________ STANADYNE CORPORATION promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________________________________ DOLLARS on August 15, 2014. Interest Payment Dates: February 15 and August 15 Record Dates: February 1 and August 1 Dated: August 6, 2004 STANADYNE CORPORATION By: ________________________________ Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK as Trustee By: ________________________________ Authorized Signatory [Back of Note] 10.00% Senior Subordinated Notes due 2014 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
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STANADYNE CORPORATION. By: /s/ Stephen S. Langin --------------------------------------- Stephen S. Langin Vice Prexxxxxx xxx Xxxxx Financial Officer
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STANADYNE CORPORATION. By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President & Chief Financial Officer
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Related to STANADYNE CORPORATION

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • Corporation, etc The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • Corporation A. For any Concessionaire that presents itself or represents itself as a corporation operating or doing business in the State of New Jersey, all papers of incorporation, including authorized agents for receipt of legal documents, shall be provided to Department, along with renewals, changes, or any other documents that in any way affect the current or future status of Concessionaire as a legal corporation. B. Concessionaire shall adopt the required corporate or partnership resolution, as applicable, authorizing the execution of the Agreement by Concessionaire. Concessionaire shall submit a copy of said resolution to Department prior to execution of the Agreement by Department. C. Prior to the Effective Date of the Agreement, Concessionaire shall provide the Department with a completed Ownership Disclosure Form pursuant to N.J.S.A. 52:25-24.2.

  • The Surviving Corporation Section 3.01.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • Name of Surviving Corporation After the merger, the Surviving Corporation shall have the name "Capital Bank Corporation"

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

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