Signature Pages This Agreement may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile shall be deemed to be their original signatures for all purposes. FREIGHT SOLUTION, INC. XXXXXXX LLP 0000 XXXXXX XXXXXX 0000 XX XXXXX XXXXXXXXX XXXXXXXXXX, XXXXXXXXXX 00000 XX XXXXX, XXXXXXXXXX 00000 By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxxxx, President Xxxxx Xxxxxxx, Managing Partner EXHIBIT A This Offering Freight Solution, Inc. (the “Company”) is offering for sale a maximum of 7,000,000 shares of common stock at a fixed price of $0.01 per share (the “Offering”). There is no minimum number of shares that must be sold by Company for this Offering to close, and the Company will retain the proceeds from the sale of any of the offered shares that are sold. This Offering is being conducted on a self-underwritten, direct primary basis, which means the Company’s president, founder and chief executive officer, Xx. Xxxxx Xxxxxxxxx, will attempt to sell the shares. This prospectus will permit Xx. Xxxxxxxxx to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Xx. Xxxxxxxxx will sell the shares and intends to offer them to friends, family members and other business acquaintances. In offering the securities on the Company’s behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934 (the “Exchange Act”). The intended methods of communication include, without limitation, telephone and personal contact. The proceeds from the sale of the shares in this Offering will be made payable to Xxxxxxx LLP – Attorney-Client Trust Account, the Company’s escrow agent. Xxxxxxx LLP, acts as legal counsel for the Company and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to Xxxxxxx LLP at the address provided on the Subscription Agreement (see Exhibit 99.1). All subscription funds will be held in a noninterest-bearing account pending the completion of this Offering. This Offering will be completed 180 days from the effective date of this prospectus, unless extended by our board of directors for an additional 180 days. There is no minimum number of shares that must be sold. All subscription agreements and checks for payment of shares are irrevocable (except as to any states that require a statutory cooling-off period or provide for rescission rights). The Company will deliver stock certificates attributable to the shares of common stock purchased directly by the purchasers within 30 days of the close of this Offering or as soon thereafter as practicable. The Offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings (if any), or net worth. Shares of common stock offered by us A maximum of 7,000,000 shares. There is no minimum number of shares that must be sold by us for this Offering to close. Use of proceeds The Company will use the proceeds from this Offering to pay for professional fees and other general expenses. Total estimated costs of this Offering ($30,000) is less than the maximum amount of offering proceeds ($70,000). Termination of this Offering This Offering will conclude when all 7,000,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. Company may at its discretion extend this Offering for an additional 180 days. Risk factors The purchase of our common stock involves a high degree of risk. The common stock offered in this Prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled “Risk Factors” and “Dilution” before making an investment in our common stock.
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:
pages This page limitation shall apply regardless of the number of issues raised in the ADR proceeding. Except as expressly set forth in subparagraphs 4(a) - 4(d), no discovery shall be required or permitted by any means, including depositions, interrogatories, requests for admissions, or production of documents.
Lines of Business Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto.
REMOTE ACCESS SERVICES ADDENDUM The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.
TELEPHONE SERVICE Notwithstanding any other provision of this Lease to the contrary:
TELEPHONE SERVICES All telegraph, telephone, and communication connections which Tenant may desire outside the Premises shall be subject to Landlord’s prior written approval, in Landlord’s sole discretion, and the location of all wires and the work in connection therewith shall be performed by contractors approved by Landlord and shall be subject to the direction of Landlord, except that such approval is not required as to Tenant’s cabling from the Premises in a route designated by Landlord to any telephone cabinet or panel provided for Tenant’s connection to the telephone cable serving the Building, so long as Tenant’s equipment does not require connections different than or additional to those to the telephone cabinet or panel provided. As to any such connections or work outside the Premises requiring Landlord’s approval, Landlord reserves the right to designate and control the entity or entities providing telephone or other communication cable installation, removal, repair and maintenance outside the Premises and to restrict and control access to telephone cabinets or panels. In the event Landlord designates a particular vendor or vendors to provide such cable installation, removal, repair and maintenance for the Building, Tenant agrees to abide by and participate in such program. Tenant shall be responsible for and shall pay all costs incurred in connection with the installation of telephone cables and communication wiring in the Premises, including any hook-up, access and maintenance fees related to the installation of such wires and cables in the Premises and the commencement of service therein, and the maintenance thereafter of such wire and cables; and there shall be included in Operating Expenses for the Building all installation, removal, hook-up or maintenance costs incurred by Landlord in connection with telephone cables and communication wiring serving the Building which are not allocable to any individual users of such service but are allocable to the Building generally. If Tenant fails to maintain all telephone cables and communication wiring in the Premises and such failure affects or interferes with the operation or maintenance of any other telephone cables or communication wiring serving the Building, Landlord or any vendor hired by Landlord may enter into and upon the Premises forthwith and perform such repairs, restorations or alterations as Landlord deems necessary in order to eliminate any such interference (and Landlord may recover from Tenant all of Landlord’s costs in connection therewith). No later than the Termination Date, Tenant agrees to remove all telephone cables and communication wiring installed by Tenant for and during Tenant’s occupancy, which Landlord shall request Tenant to remove. Tenant agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant, or any of Tenant’s employees, agents, customers or invitees or anyone claiming through, by or under Tenant, for any damages, injuries, losses, expenses, claims or causes of action because of any interruption, diminution, delay or discontinuance at any time for any reason in the furnishing of any telephone or other communication service to the Premises and the Building.
System and Data Access Services a.System. Subject to the terms and conditions of this Addendum and solely for the purpose of providing access to Fund Data as set forth herein, State Street hereby agrees to provide the Fund, or certain third parties approved by State Street that serve as the Fund`s investment advisors, investment managers or fund accountants (the "Fund Accountants") or as the Fund`s independent auditors (the "Auditor"), with access to State Street`s Multicurrency HORIZONR Accounting System and the other information systems described in Attachment A (collectively, the "System") on a remote basis solely on the computer hardware, system software and telecommunication links described in Attachment B (the "Designated Configuration") or on any designated substitute or back-up equipment configuration consented to in writing by State Street, such consent not to be unreasonably withheld.
Illegible notices Clauses 28.3 and 28.4 do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.
Telecommunications Services Tenant will contract directly with third party providers and will be solely responsible for paying for all telephone, data transmission, video and other telecommunication services (“Telecommunication Services”) subject to the following:
