Good Standing of the Company The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.
Determine Whether the Entity Is a Specified U.S. Person a) Review information maintained for regulatory or customer relationship purposes (including information collected pursuant to AML/KYC Procedures) to determine whether the information indicates that the Account Holder is a U.S. Person. For this purpose, information indicating that the Account Holder is a U.S. Person includes a U.S. place of incorporation or organization, or a U.S. address.
Investments Make any Investments, except:
Good Standing of Subsidiaries Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing or equivalent status under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing or equivalent status would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable (except as such non-assessability may be affected by Section 18-607 of the Limited Liability Company Act of the State of Delaware and limited to the extent set forth in such Subsidiary’s organizational documents) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, other than (1) as contemplated by the Asset-Based Revolving Credit Agreement, dated as of April 1, 2016, by and among the Company and certain of its subsidiaries, as borrowers, the guarantors party thereto, Citibank, N.A., as administrative agent, and the other lenders party thereto (as amended, the “ABL Facility”), as disclosed in the General Disclosure Package; (2) as contemplated by the Indenture, dated as of November 2, 2017, among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee, pursuant to which the Company issued its 8.00% Senior Secured Notes due 2024 (as amended or supplemented, the “Notes Indenture”), as disclosed in the General Disclosure Package; and (3) as contemplated by the liens, encumbrances or defects in place as of the date hereof in connection with other debt outstanding as disclosed in the General Disclosure Package. None of the outstanding equity securities of any Subsidiary was issued in violation of any preemptive or similar rights of any securityholder of such Subsidiary.
Investment Advisors and Investment Managers An Investment Entity established in Estonia that is a financial institution solely because it (1) renders investment advice to, and acts on behalf of, or (2) manages portfolios for, and acts on behalf of, a customer for the purposes of investing, managing, or administering funds deposited in the name of the customer with a Financial Institution other than a Nonparticipating Financial Institution.
Investment Article 126.
Funding and Payment A. Tuition and fee payments in the amounts set forth in Section 6 are due from students at registration. A payment plan is available upon request. Payment is required by the stated due date; all tuition and fees must be collected and remitted to the College prior to the beginning of classes. Failure to pay by the due date will result in the student being dropped from classes.
Settlement Funding and Payments (a) Rite Aid agrees to pay up to twenty million and nine-hundred thousand dollars and no cents ($20,900,000), in order to fully and finally resolve the Wage-Hour Lawsuits in their entirety, inclusive of all Attorneys’ Fees and Lawsuit Costs; interest; Administration Costs; liquidated, punitive and multiplier of damages; taxes; payroll taxes, Employer Payroll Taxes, and Incentive Awards, if any. Rite Aid shall not be responsible for any taxes imposed by law on the Settlement Class Members as a result of payments made to the Settlement Classes, or any other sums in excess of the Gross Settlement Amount.
No Investment in Iran As required by IC 5-22-16.5, the CONSULTANT certifies that the CONSULTANT is not engaged in investment activities in Iran. Providing false certification may result in the consequences listed in IC 5-22-16.5-14, including termination of this Contract and denial of future state contracts, as well as an imposition of a civil penalty.
Title the announcement Note: How and where the RFP is announced are at the Board’s sole discretion. The Board may want to announce the RFP during an open meeting, post it on the District’s website, mail or email it to local law firms, and/or place it in the local newspaper(s) or other legal publications. A directory of those lawyers belonging to the ICSA is on the IASB website, xxx.xxxx.xxx. A printed copy is available upon request. Inclusion in the directory does not represent an IASB endorsement. Some attorneys who practice school law do not belong to ICSA. Other online sources, such as the Ill. State Bar Association, also maintain directories of information about attorneys. The Board may want to title the announcement “The [Insert District’s name] Board of Education Requests Proposals to Provide Legal Services.”
