INTENT & PURPOSE This Agreement is entered by and between the Rhode Island Department of Environmental Management (“RIDEM”), XXXXXXXXXX ENTERPRISES, L.L.C., XXXXXXX, INC. and 7- ELEVEN, INC. (collectively, “Respondents”). This Agreement is entered in accordance with Section 42-17.1-2 et seq. of the Rhode Island General Laws (“R.I. Gen. Laws”) for the purpose of resolving the alleged violations set forth in a Notice of Violation (“NOV”) issued to Respondents on 27 February 2019.
Suitability The Dealer Manager will offer Shares, and in its agreement with each Soliciting Dealer will require that the Soliciting Dealer offer Shares, only to Persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to Persons in the states in which it is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager will comply, and in its agreements with the Soliciting Dealers, the Dealer Manager will require that the Soliciting Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Conduct Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering to an investor, the Dealer Manager and each Person associated with the Dealer Manager that make such recommendation shall have, and each Soliciting Dealer in its Soliciting Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the Person associated with the Dealer Manager or the Soliciting Dealer that: (i) the investor is or will be in a financial position appropriate to enable the investor to realize to a significant extent the benefits described in the Prospectus, including the tax benefits where they are a significant aspect of the Company; (ii) the investor has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) an investment in the Shares offered in the Primary Offering is otherwise suitable for the investor. The Dealer Manager agrees as to investors to whom it makes a recommendation with respect to the purchase of the Shares in the Primary Offering (and each Soliciting Dealer in its Soliciting Dealer Agreement shall agree, with respect to investors to whom it makes such recommendations) to maintain in the files of the Dealer Manager (or the Soliciting Dealer, as applicable) documents disclosing the basis upon which the determination of suitability was reached as to each investor. In making the determinations as to financial qualifications and as to suitability required by the NASAA Guidelines, the Dealer Manager and Soliciting Dealers may rely on (A) representations from investment advisers who are not affiliated with a Soliciting Dealer, banks acting as trustees or fiduciaries, and (B) information it has obtained from a prospective investor, including such information as the investment objectives, other investments, financial situation and needs of the Person or any other information known by the Dealer Manager (or Soliciting Dealer, as applicable), after due inquiry. Notwithstanding the foregoing, the Dealer Manager shall not, and each Soliciting Dealer shall agree not to, execute any transaction in the Company in a discretionary account without prior written approval of the transaction by the customer.
Investment Purpose As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.
Importance The Yampa River is the largest remaining essentially unregulated river in the Upper Colorado River Basin, and its inflow into the Green River, 65 miles downstream of Flaming Gorge Dam, ameliorates some effects of dam operation on river flow, sediment load, and temperature (Xxxx et al. 2000). Holden (1980) concluded that flows from the Yampa River, especially spring peak flows, were crucial to the maintenance of the Green River’s “large-river” characteristics and, therefore, very important to maintaining suitable conditions in the Green River downstream of the confluence. The Yampa River supports resident subadult and adult Colorado pikeminnow, contains one of the primary Colorado pikeminnow spawning areas in the Upper Basin and is a major producer of fish for the entire Green River subbasin (Xxxx and Xxxx 1989). A small population of humpback chub exists in the Yampa River in Dinosaur National Monument (Xxxx and Xxxx 1989; U.S. Fish and Wildlife Service 1990a, 2002a). Spawning aggregations of adult razorback sucker were observed near the mouth of the Yampa River, and adult razorback sucker were captured upstream to the mouth of the Little Snake River (Xxxx and Xxxx 1989). The lower portion of the Yampa River was part of the historic range of bonytail and is associated with some of the most recent captures of this very rare fish. The Bonytail Recovery Plan (U.S. Fish and Wildlife Service 1990b) identified the Yampa River within Dinosaur National Monument as a high priority recovery and/or restoration site. The Little Snake River provides approximately 28% of the Yampa River's flow and 60% of the Yampa River’s sediment supply. The sediment supply of the Little Snake River is believed to be important to the maintenance of backwater nursery areas utilized by young Colorado pikeminnow in the Green River (Xxxxx and Green 1991). Adult Colorado pikeminnow have been captured in the Little Snake River upstream to near Baggs, Wyoming, and humpback chub have been captured in the lower 10 miles of the Little Snake River (U.S. Fish and Wildlife Service 2002a, 2002c).
Grant Purpose This grant shall be used exclusively for the “project name,” the public purpose for which these funds were awarded:
Agreement Purpose The purpose of this Agreement is to provide students with affordable student housing only and not to facilitate a commercial enterprise. Residence in Seminary housing requires certain obligations and responsibilities. As such, the Seminary shall provide housing, and the Occupant shall occupy and use the housing subject to this Housing Agreement and any obligations, rules, or regulations now or hereafter adopted by the Seminary (collectively the “Agreement”).
Financial Capability At Closing, the Investor will have available funds necessary to consummate the Closing on the terms and conditions contemplated by this Agreement and has the ability to bear the economic risks of its prospective investment in the Purchased Shares and can afford the complete loss of such investment.
Adaptability Does employee adapt to changing work demands? Is employee receptive to new ideas and concepts?
Investment Article 126.
Purchasing The Manager shall purchase, for the account of the Owner, all necessary foodstuffs, supplies, materials, appliances, tools and equipment necessary for the operation of the Facility. The Manager shall arrange contracts on behalf of the Owner for electricity, gas, telephone, cable television and any other utility or service necessary for the operation of the Facility. The Manager shall, on behalf of the Owner, contract for and supervise the making of any necessary repairs, alterations, and improvements to the Facility; provided that in the case of any capital expenditure, alteration or improvement, the cost of which exceeds Ten Thousand ($10,000) Dollars, the Manager shall obtain the prior written approval of the Owner; and provided further, that no such prior written approval shall be required if the expenditure is made under circumstances reasonably requiring emergency action (so long as the Manager attempts to notify the Owner on a concurrent basis). The Manager shall prepare and submit to the Owner any certificates of purchasing expenses incurred for the Facility as may be reasonably requested.
