Basis for Award The Award is made under the Plan pursuant to Section 6(f) thereof.
Revocation Effect and Solicitation of Consents Special Record Dates Etc 60 Section 9.05. Notations and Exchanges. 61 Section 9.06. Trustee to Execute Supplemental Indentures. 61 Article 10. Satisfaction and Discharge 61 Section 10.01. Termination of Company’s Obligations. 61 Section 10.02. Repayment to Company. 62 Section 10.03. Reinstatement. 62 Article 11. Collateral Agency 63 Section 11.01. Collateral Agent. 63 Section 11.02. Application Proceeds of any Collateral. 63 Section 11.03. Limitation on the Duty of Collateral Agent in Respect of Collateral. 63 Article 12. Collateral And Security 65 Section 12.01. General. 65 Section 12.02. Security Documents. 65 Section 12.03. [Reserved]. 66 Section 12.04. Possession, Use and Release of Collateral. 66 Section 12.05. Suits to Protect Collateral. 67 Section 12.06. Powers Exercisable by Receiver, Trustee or Collateral Agent. 67 Section 12.07. Determinations Relating to Collateral. 67 Section 12.08. [Reserved]. 68 Section 12.09. [Reserved]. 68 Section 12.10. Purchaser Protected. 68 Article 13. Trustee 68 Section 13.01. Duties of Trustee. 68 Section 13.02. Rights of Trustee. 69 Section 13.03. Individual Rights of Trustee. 71 Section 13.04. Trustee’s Disclaimer. 71 Section 13.05. [Reserved]. 71 Section 13.06. [Reserved]. 71 Section 13.07. Compensation and Indemnity. 71 Section 13.08. Replacement of Trustee. 72 Section 13.09. Successor Trustee by Xxxxxx, Etc. 73 Section 13.10. [Reserved]. 73 Section 13.11. [Reserved]. 74 ||| Article 14. Miscellaneous 74 Section 14.01. Notices. 74 Section 14.02. Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent. 75 Section 14.03. Statements Required in Officer’s Certificate and Opinion of Counsel. 76 Section 14.04. Rules by the Trustee, the Registrar and the Paying Agent. 76
Effective Period, Termination and Amendment; Interpretive and Additional Provisions This Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by mutual agreement of the parties hereto. This Custodian Agreement may be terminated by either party by written notice to the other party, such termination to take effect no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if Ally Financial resigns as Servicer under the Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the Servicing Agreement, this Custodian Agreement may be terminated by the Issuing Entity or by any Persons to whom the Issuing Entity has assigned its rights hereunder. As soon as practicable after the termination of this Custodian Agreement, the Custodian shall deliver the Receivable Files described herein to the Issuing Entity or the Issuing Entity’s agent at such place or places as the Issuing Entity may reasonably designate.
Amendment to Schedules Schedule 2.01 of the Credit Agreement shall be and it hereby is amended in its entirety by substituting Schedule 2.01 attached hereto.
Incorporation of Exhibits, Annexes, and Schedules The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.
INDEX OF EXHIBITS Exhibit A Purchase Price Note Exhibit B Stock Pledge and Security Agreement Exhibit C Employment Agreement of Xxxx Xxxxxx Exhibit D Employment Agreement of Xxxxxx Xxxxxx Exhibit E Employment Agreement of Xxxxx Xxxxxx Exhibit F Escrow Agreement INDEX OF SCHEDULES Schedule 2.6 Capitalization of MTLM Schedule 3.1 Jurisdictions in which Qualified to do Business Schedule 3.4 Capitalization of Reserve and the Company Schedule 3.5 Shareholders; Partners Schedule 3.6 Violations; Conflicts; etc. Schedule 3.8 Subsidiaries Schedule 3.9 Financial Statements Schedule 3.10 Changes since the Current Balance Sheet Date Schedule 3.11 Liabilities Schedule 3.12 Litigation Schedule 3.13 Environmental Matters Schedule 3.14(a) Owned Real Estate Schedule 3.14(b) Leases Schedule 3.15 Title to and Condition of Assets Schedule 3.16 Compliance with Laws Schedule 3.17 Labor and Employment Matters Schedule 3.18 Employee Benefit Plans Schedule 3.19 Tax Matters Schedule 3.20 Insurance Schedule 3.22 Licenses and Permits Schedule 3.23 Relationships with Customers and Suppliers Schedule 3.24 Intellectual Property Schedule 3.25 Contracts Schedule 3.26 Material Customers Schedule 3.30 Names Schedule 4.1 Conduct of Business Pending Closing Schedule 5.14 Employee Warrants Schedule 11.1 Missing Due Diligence Items and Schedules PURCHASE AGREEMENT This Purchase Agreement (this "Agreement") is entered into effective as of January 17, 1997, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); X. Xxxxxx Iron & Metal, Inc., an Ohio corporation (the "Company") and the sole general partner of Reserve Iron & Metal Limited Partnership, a Delaware limited partnership ("Reserve"); and Xxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx, who constitute all of the shareholders of the Company (together, the "Shareholders"). Certain other capitalized terms used herein are defined in ARTICLE XI or elsewhere throughout this Agreement.
Amendment to Schedule A The parties agree to amend Exhibit A to reflect the most updated information regarding Funds and Shares relevant to this Agreement. The parties agree that notwithstanding Section 15.4 of this Agreement, Schedule A may be amended without an executed written amendment if an Authorized Person delivers by email to Transfer Agent’s Relationship Manager a copy of an amended and restated Schedule A, dated as of the date such amended and restated Schedule A is intended to be effective, and a member of Transfer Agent’s Relationship Management team acknowledges in a responding email that the amended and restated Schedule A has been received. To the extent Schedule A is amended to add a Fund, Fund must provide Transfer Agent with the documents listed in Section 2.2 of this Agreement in relation to such Fund on a timeline mutually agreed by the parties.
HEADING REFERENCES Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. References to “this Agreement” or the use of the term “hereof” shall refer to these Standard Terms and Conditions and the Employment Agreement attached hereto, taken as a whole.
Counterparts; Severability; Section References This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.
Amendment/Interpretive Provisions The parties by mutual written agreement may amend this Agreement at any time. In addition, in connection with the operation of this Agreement, Price Associates and the Fund may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions are to be signed by all parties and annexed hereto, but no such provision shall contravene any applicable Federal or state law or regulation and no such interpretive or additional provision shall be deemed to be an amendment of this Agreement.
