XXXX XX XXXXXXX. Xx xxx Xxxxxxx Xxxx, (x) xxxx Xxxxr shall pay the Purchase Price to the Company for the Preferred Shares to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer, stock certificates (in the denominations as such Buyer shall request) (the "PREFERRED STOCK CERTIFICATES") representing such number of the Preferred Shares which such Buyer is then purchasing (as indicated opposite such Buyer's name on the Schedule of Buyers) hereunder, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.
XXXX XX XXXXXXX. [Filed as Exhibit 3.1 to the Form 8-K respecting which this Letter Agreement is filed] Ladies and Gentlemen: Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. The American Recovery and Reinvestment Act of 2009, as it may be amended from time to time (the “Act”), includes provisions relating to executive compensation and other matters that may be inconsistent with the Securities Purchase Agreement, the Warrant and the Certificate(s) of Designation (the “Transaction Documents”). Accordingly, Investor and the Company desire to confirm their understanding as follows:
XXXX XX XXXXXXX. Xx xxx Xxxxxxg Date, (A) each Buyer shall pay the Company for the Debentures and the related Warrants to be issued and sold to such Buyer on the Closing Date, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, less any amount withheld at the Closing for expenses pursuant to Section 4(k), and (B) the Company shall deliver to each Buyer Debentures (in the denominations as such Buyer shall reasonably request) representing the principal amount of Debentures which such Buyer is then purchasing hereunder, along with warrants representing the related Warrants, duly executed on behalf of the Company and registered in the name of such Buyer.
XXXX XX XXXXXXX. The Company has been duly formed and is validly existing as a [TYPE OF ORGANIZATION] and is in good standing under the laws of the jurisdiction of its organization. The Company has all necessary power and authority to own, operate and lease its properties and to carry on its business as it is being conducted.
XXXX XX XXXXXXX. Xxxx xx xx xxx xxxxxxx xxxh respect to this Credit Facility Agreement but no failure or delay on the part of any Lender or any Agent to exercise any power or right under this Credit Facility Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by any Lender or any Agent of any power or right hereunder preclude any other or further exercise thereof or the exercise of any other power or right. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law.
XXXX XX XXXXXXX. Xx xxx Xxxxxxx Xxxe, (i) the Company (A) shall pay to the Investor the Investor Redemption Amount, by wire transfer of immediately available funds in accordance with the Investor's written wire instructions, (B) shall cause to be delivered to the Investor the aggregate of the Redemption Interest Release Amount and the Share Exchange Interest Release Amount from the Pledged Financial Assets, by wire transfer of immediately available funds in accordance with the Investor's written wire instructions, (C) shall issue and deliver to the Investor certificates representing the Investor Exchange Shares (in such denominations as the Investor shall request), and (D) shall issue and deliver to the Investor (in the principal amounts as the Investor shall request), the Investor's Replacement Notes, duly executed on behalf of the Company and registered in the name of the Investor or its designee, and (ii) the Investor (A) shall take such action as is necessary to cause to be delivered to the Company the Company Release Amount from the Pledged Financial Assets, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (B) shall deliver to the Company the Investor's Initial Notes for cancellation.
XXXX XX XXXXXXX. Xx xx xxxxxxxxxxxx xxxxed that time is of the essence for all of the terms and provisions continued in this Mortgage.
XXXX XX XXXXXXX. Xxxxxxx Regional Library 0000 Xxx Xxxxxxx Xxx, Xxxxxxxx 000 1 – 3 yard 1x/week garbage 1 – 3 yard 1x/week recycle 1 – 95 gallon 1x/week recycle Xxxxxx Gym 0000 Xxx Xxxxxxx Xxx Xxxxxxxx 000 1 – 4 yard 2x/week garbage 1 – 4 yard 1x/week recycle 2 – 95 gallon 1x/week recycle Police Department 0000 Xxx Xxxxxxx Xxx, Xxxxxxxx 000 1 – 4 yard 3x/week garbage 1 – 3 yard 1x/week recycle 2 – 95 gallon 1x/week recycle Administrative Offices, 0000 Xxx Xxxxxxx Xxx, Xxxxxxxx 000 Shared with Police Dept. 2 – 32 gallon 1x/week recycle Town Hall 0000 Xxx Xxxxxxx Xxx, Xxxxxxxx 000 1 – 4 yard 2x/week garbage 1 – 4 yard 1x/week recycle 2 – 95 gallon 1x/week recycle 0000 Xxx Xxxxxxx Xxx, Xxxxxxxx 000 Shared with Building 400 2 – 95 gallon 1x/week recycle Windsor Corporation Yard 0000 Xxxxxxx Xxxx Xx Call debris boxes and/or bins EXHIBIT 4 TOWN OF WINDSOR, CA TOWN SERVICE UNITS The following are the facilities that shall receive free Collection Services. Facility/Building/Agency/Park Estimated Service Level Public Works Department/ Windsor Corporation Yard 0000 Xxxxxxx Xxxx 1 – 4 yard 2x/week garbage (shops) 1 – 4 yard 2x/week recycle (shops) 1 – 3 yard 2x/week garbage (office) 1 – 3 yard 2x/week recycle (office) 1 – 3 yard 1x/week garbage (wastewater) 1 – 3 yard 1x/week recycle (wastewater) 1 – 3 yard 3x/week grit (wastewater) 0000 Xxxxxxxx Xxxx 1-20 yard 1x/week cement 1-20 yard 1x/week dirt Windsor Service Alliance 0000 Xxxxxxx Xxxx 1 – 2 yard 1x/week garbage 1 – 3 yard 1x/week recycle Community Center 000 Xxxxx Xxxxx 1 – 6 yard 1x/week garbage 2 – 68 gallon 1x/week recycle 1 – 95 gallon 1x/week recycle 1 – 95 gallon 1x/week organic Senior Center 0000 Xxxxxxx Xxxxx 1 – 2 yard 1x/week garbage 2 – 95 gallon 1x/week recycle Windsor River Road 8 – 32 gallon 3x/week garbage Downtown Business District 17 – 32 gallon 3x/week garbage Town Park Service Level Eagle Drive Walking Trail 3 – 32 gallon 1x/week garbage Trione Circle Walking Trail No Service Xxxxxxx Park 000 Xxxxxxxxxx Xxxx No service EXHIBIT 4 TOWN OF WINDSOR, CA TOWN SERVICE UNITS The following are the facilities that shall receive free Collection Services. Lakewood Xxxxxxx Park 0000 Xxxxxx Xxxx South No Service Xxxxxxx Xxxx Park 000 Xxxx Xxxxx No Service Old Vineyard Park No Service Pleasant Oak Park 302 Sugar Maple Lane No Service Xxxxxx Park 1030 Xxxxxx Way No Service Xxx Xxxxxx Xxxx 10860 Rio Ruso Drive No Service Esposti Park 6000 Old Redwood Hwy No Service Xxxxxx Park 000 Xxxxxxx Xxxxx Xxxx 1 – 4 yard 1x/week garbage...
XXXX XX XXXXXXX. Xx xxx Xxxxxxx Xxxx, (x) xxxx Xxxxx shall pay the purchase price to the Company for the Notes to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to each Buyer Notes in a principal amount equal to the Purchase Price paid by such Buyer (as indicated opposite such Buyer's name on the Schedule of Buyers), duly executed on behalf of the Company and registered in the name of such Buyer or its designee (the "Note Certificates").
XXXX XX XXXXXXX. The Building does not include any of the residential units contained in the Building.
