Right of First Offer In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer. Within thirty (30) days after its receipt of the First Offer, the Selling Members shall either accept or reject the First Offer. If the Selling Member accepts the First Offer, the Selling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (60) days (or such longer period, if any, pending any necessary Regulatory Approval or removal of Liens) after the Selling Member’s acceptance of the First Offer and at such location as may be mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the Company, or (ii) a third party reasonably acceptable to the Selling Member to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the Company. If the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and twenty (120) days (or such longer period, if any, required to obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of the restrictions set forth in this Section 11.1(b).
Use of Image I hereby consent to the use of my image by EMPOWER for any and all purposes, including, without limitation or compensation: Video, still photographs, publication and any trade or advertising purposes, providing such uses are not made as to constitute a direct endorsement of any product or service. PARTICIPANT INFORMATION (MUST BE COMPLETED FOR ALL PARTICIPANT(S) Name of Participant: (Print Clearly) Initial Date of Birth: _ Weight: Check In on Facebook Street Address: City: State: Zip: Phone Number: Email Address: Emergency Contact: Phone Number: Emergency Contact’s Relationship to Participant: By signing this document, I acknowledge that I may be found by a court of law to have waived my right to a lawsuit against the Released Parties on the basis of any claim herein from which I have released them. I HAVE HAD THE SUFFICIENT OPPORTUNITY TO READ THIS ENTIRE DOCUMENT. I HAVE CAREFULLY READ AND UNDERSTOOD IT AND AGREE TO BE BOUND BY ITS TERMS. Participant’s Signature: (Over 18 years of age) Date: PARENT OR GUARDIAN’S ADDITIONAL INDEMNIFICATION (MUST BE COMPLETED FOR PARTICIPANTS UNDER THE AGE OF 18) I, (parent/guardian name), the parent/guardian of (Minor’s name) whose date of birth is / / give permission for my child to participate in the activities and utilize the equipment and facilities provided by EMPOWER. I have reviewed the terms of the above Agreement and, as parent/guardian, accept its terms. I have discussed the terms of the above Agreement with my child and am assured by my child that he/she understands the Agreement and has also freely accepted its terms. I agree to fully release, indemnify and hold harmless the Released Parties from any claims which I may have and, to the fullest extent allowed by law, to release the Released Parties on behalf of my child for any claim(s) that my child may have. I further agree to indemnify and hold harmless the Released Parties from any and all claims which are brought by, or on behalf of the above stated minor and which are in any way connected with such use or participation by the above stated minor. I HAVE HAD THE SUFFICIENT OPPORTUNITY TO READ THIS ENTIRE DOCUMENT. I HAVE READ AND UNDERSTOOD IT AND AGREE THAT MYSELF AND MY MINOR CHILD ARE TO BE BOUND BY ITS TERMS. Parent/Guardian’s Signature: Date:
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Use of Attachment Facilities by Third Parties Purpose of Attachment Facilities. Except as may be required by Applicable Laws and Regulations, or as otherwise agreed to among the Parties, the Attachment Facilities shall be constructed for the sole purpose of interconnecting the Large Generating Facility to the New York State Transmission System and shall be used for no other purpose.
Distribution of Public Keys Each of Registry Operator and Escrow Agent will distribute its public key to the other party (Registry Operator or Escrow Agent, as the case may be) via email to an email address to be specified. Each party will confirm receipt of the other party’s public key with a reply email, and the distributing party will subsequently reconfirm the authenticity of the key transmitted via offline methods, like in person meeting, telephone, etc. In this way, public key transmission is authenticated to a user able to send and receive mail via a mail server operated by the distributing party. Escrow Agent, Registry Operator and ICANN will exchange public keys by the same procedure.
