Xxxxxxxxxxxx Xxxxxxxxx. Xxxxx xxxerstands that certain commercial and financial information contained in this Letter Agreement including any attachments hereto is considered by Boeing as confidential. Buyer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity except as provided in Letter Agreement No. 6-1162-RLL-934, as amended. Very truly yours, THE BOEING COMPANY By /s/ Nobuko Wiles Its Attorney-In-Fact ACCEPTED AND AGREED TO this Xxxx: Xxxxxary 28, 2005 SOUTHWEST AIRLINES CO. By/s/ Laura Wright Its SVP and CXX
Xxxxxxxxxxxx Xxxxxxxxx. Xx xxxxxxtand that Centennial Specialty Foods Corporation, a Delaware corporation (the "Company"), proposes to enter into an Underwriting Agreement substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement) with you and other prospective underwriters, including ourselves (the "Underwriters"), acting severally and not jointly, providing for the purchase by the Underwriters from the Company of an aggregate of 1,550,000 shares of Common Stock of the Company (the "Firm Shares") and the grant by the Company to the Underwriters of an option to purchase up to an additional 232,500 Shares (the "Option Shares"), for the purposes of cover over-allotments in the sale of the Firm Shares, upon the conditions in the Underwriting Agreement in which we agree, in accordance with the terms thereof and subject to adjustment pursuant to Section 3 thereof, to purchase the number of Firm Shares set forth opposite our name in Schedule I thereof and, in your sole discretion, our pro rata portion of the number of Option Shares with respect to which the over-allotment option has been exercised. The Firm Shares and the Option Shares so purchased are hereinafter referred to as the "Shares." The offering of the Shares to the public in the manner contemplated by the Underwriting Agreement is referred to herein as the "Public Offering."
Xxxxxxxxxxxx Xxxxxxxxx. 00 The Disciplinary Algorithm is a tool that assists the Fire Chief and/or Assistant Fire Chief 31 in determining the appropriate level of discipline to apply. . 33 When the Fire Chief and/or Assistant Fire Chief applies the circumstances of the 34 offense to the Disciplinary Algorithm, he or she will be led to an appropriate range of 35 disciplinary actions. The Fire Chief and/or Assistant Fire Chief should select the lowest 36 action necessary to compel the employee to take responsibility for eliminating the 37 problem. 38 39 The Disciplinary Algorithm is designed to assist a supervisor in reaching a reasonable 40 recommendation based solely upon the merits of the case at hand. 41 42 The Disciplinary Algorithm requires consideration of three very important factors: 43 safety, honesty, and if there has been a negative impact on Fire Department 1 operations. Determining where the infraction falls in relation to these three queries will 2 help to remain consistent throughout the decision-making process.
Xxxxxxxxxxxx Xxxxxxxxx. Xxx Company desires to employ the Executive as Chief Operating Officer and Executive Vice President of the Company, and the Executive desires to accept such employment, upon the terms and conditions contained in this Agreement.
Xxxxxxxxxxxx Xxxxxxxxx. [GRAPHIC OMITTED] Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity. In the event that Customer in good faith concludes (based upon an opinion of counsel) that disclosure of information contained in this Letter Agreement may be required by applicable law or governmental regulations. Customer shall advise Boeing in writing prior to such disclosure, if possible, or, if not possible, then promptly upon receiving such order or upon identifying such need to comply, in order to enable Boeing to take whatever steps it deems necessary to protect its interests in this regard, and Customer will, in any event, disclose only that portion of the information which it is legally required to disclose and Customer will use its reasonable endeavors to protect the confidentiality of such information to the widest extent possible under the circumstances.
Xxxxxxxxxxxx Xxxxxxxxx. (x.000 XX) Defines what is to be contemplated by the film/picture as stated in the picture specification schedule (annex – p.378 CB). Necessary so the distributor knows what they are in fact financing. Picture specification schedule (p.378): Para 1 title of film Para 2 The picture is finally produced & delivered…must be based on the final version of the screenplay as approved by the distributor, accepting only minor non-material deviations caused by production requirements.” Note: Defining a film is critical when it comes to deciding whether or not the film has be delivered, which would obligate the distributor to make the payment. Knowing the essential characteristics that identify the film is critical. -There is a mechanism to replace essential elements in a film (i.e. producer, director, lead actors etc.) of which the distributor will have sole discretion. In the case of non-essential elements a lighter version of the replacement mechanism is in place, as the distributor shall have the right of prior consultation, however, the producer’s decision is controlling w.r.t. non-essential elements. This process is set up to help identify the product/film to ensure it was delivered when it was supposed to have been. The distributor will pay if what is bargained for has in fact been delivered (financial terms at p.371 CB).
Xxxxxxxxxxxx Xxxxxxxxx. 00 (x) Enforceability of Loan Documents.................................. 22 (e) Locations; Places of Business; Chief Executive Office............. 23 (f) Subsidiaries...................................................... 23 (g) Litigation........................................................ 23 (h) Financial Condition............................................... 23 (i) Compliance with Law, Etc.......................................... 24 (j) ERISA............................................................. 24 (k) Taxes, Etc........................................................ 25 (1) Regulation U...................................................... 25 (m) Adverse Agreements, Etc........................................... 25 (n) Permits, Etc...................................................... 25 (o) Title to Properties............................................... 25 (p) Full Disclosure................................................... 26 (q)
Xxxxxxxxxxxx Xxxxxxxxx. Xxxxxxxx will promptly furnish or cause to be furnished to CFB all of the information concerning Republic and the Bank required for inclusion in, and will cooperate with CFB in the preparation of, the Registration Statement and Proxy Statement (including audited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement and Proxy Statement), or any statement or application made by CFB to any governmental body in connection with the Merger. Republic agrees promptly to advise CFB if at any time prior to the Effective Date of the Merger, any information provided by or on behalf of Republic becomes incorrect or incomplete in any material respect and to provide the information needed to correct such inaccuracy or omission. At the time the Registration Statement becomes effective, the Registration Statement and the Proxy Statement will comply in all material respects with the provisions of the Securities Act and the published rules and regulations thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading. At the time of mailing thereof to Republic shareholders, at the time of Republic shareholders' meeting referred to in Section 4.1(c) hereof and at the Effective Time of the Merger, the Proxy Statement included as part of the Registration Statement or any amendment thereof or supplement thereto, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading or omit to state a material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for Republic shareholders' meeting; PROVIDED, HOWEVER, that none of the provisions of this subparagraph shall apply to statements in or omissions from the Registration Statement or the Proxy Statement made in reliance upon and in conformity with information furnished by CFB for use in the Registration Statement or the Proxy Statement.
Xxxxxxxxxxxx Xxxxxxxxx. Xx at any time prior to the Effective Time any event or circumstance relating to Tenneco or any of its subsidiaries, or their respective officers or directors, should be discovered by Tenneco or any of its subsidiaries which should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement (or in any of the NPS Materials or Tender and Exchange Materials), Tenneco shall promptly inform Acquiror in writing.
(f) None of the Joint Proxy Statement, the Registration Statement, the NPS Materials or the Tender and Exchange Materials shall be filed or distributed, and, prior to the termination of this Agreement, no amendment or supplement to the Joint Proxy Statement or the Registration Statement shall be filed or distributed, by or on behalf of Tenneco or Acquiror, without consultation with the other party and its counsel.
Xxxxxxxxxxxx Xxxxxxxxx. 1 1 CSE ............................................. 2 Wage Safety...………………........ 1 CSI . ........................................... 3 Machinists .................................... 1 Carpenters ................................... 1
