York Sample Clauses

York. Chairperson shall receive an allowance. The amount of this allowance shall be per year.

York. The language of the arbitration shall be English. The arbitration shall be administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with such Rules. Each Party shall select one person to act as arbitrator and the two selected shall select a third arbitrator, who shall act as president of the panel. Where there are multiple claimants or multiple respondents, the multiple claimants, jointly, and the multiple respondents, jointly, shall select the party-appointed arbitrators. Except as may be required by law, to comply with a legal duty, or to pursue a legal right, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the Parties. Nothing herein shall prevent a Party from seeking provisional measures from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. Each Party shall consent, for purposes of provisional measures or the enforcement of any arbitral award, to the non-exclusive jurisdiction of the state and federal courts located in New York, New York, and each Party shall not assert that such courts constitute forum non-conveniens. The award shall be final and binding on the Parties. Judgment on the award may be entered in any court of competent jurisdiction.

York. THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

York. The Agreement will be government by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.

York. Each of the undersigned acknowledges and agrees that the Buyer is and shall be a third party beneficiary of the agreements arising under this Release. Very truly yours, JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: Exhibit M-1 12094689.3 EXHIBIT M [RESERVED] #93984867v3 SCHEDULE 2.01 Commitments Term Facility Lender Term Loan Commitment JPMorgan Chase Bank, N.A. $550,000,000.00 Total $550,000,000.00 Revolving Facility Lender Revolving Loan Commitment JPMorgan Chase Bank, N.A. $60,000,000 Bank of America, N.A. $60,000,000 Citigroup Global Markets Inc. $60,000,000 Barclays Bank PLC $55,000,000 MUFG Bank, Ltd. $55,000,000 Standard Chartered Bank $40,000,000 T.D. Bank, N.A. $40,000,000 The Northern Trust Company $30,000,000 Total $400,000,000.00 Letter of Credit Fronting Sublimits Lender Letter of Credit Fronting Sublimit JPMorgan Chase Bank, N.A. $6,363,636.00 Bank of America, N.A. $6,363,636.00 Citigroup Global Markets Inc. $6,363,636.00 Barclays Bank PLC $5,833,333.00 MUFG Bank, Ltd. $5,833,333.00 T.D. Bank, N.A. $4,242,424.00 2 #93984867v3 Total $35,000,000.00 602737729.4 SCHEDULE 3.01 Existing Letters of Credit JPM Reference Number L/C Available Amount Issuance Date Expiry / Maturity Date CPCS-394748 $1,474,000.00 10/31/12 11/01/2021 CPCS-863721 $2,336,899.48 12/22/14 12/22/2021 CPCS-757738 $80,000.00 8/04/15 6/30/2021 CPCS-821410 $2,512,572.00 8/17/2015 6/30/2021 CPCS-634811 $10,000.00 10/04/00 9/30/2021 NUSCGS025271 $850,000.00 01/09/2019 1/03/2022 NUSCGS034318 $400,000.00 10/01/2020 10/01/2021 602737729.4 SCHEDULE 6.07 Litigation; Loss Contingencies None. 602737729.4 SCHEDULE 6.08 Subsidiaries Domestic Subsidiaries: Legal Name Jurisdiction of Incorporation Foreign Qualifications Total Number of Shares Outstanding/Owner/ % Owned Energizer Holdings, Inc. Missouri N/A; Public Energizer Services LLC Delaware N/A; 100% owned by Energizer Brands, LLC Energizer Investment Company Delaware MO Authorized: 2,000 Issued: 1,100; 100% owned by Energizer Holdings, Inc. Energizer Brands, LLC Delaware IL, MO, UT N/A; 100% owned by Energizer Investment Company Energizer, LLC Delaware All states; Peru Branch N/A; 100% owned by Energizer Brands, LLC Energizer Manufacturing, Inc. Xxxxxxxx XX, XX, XX, XX, XX,XX, NC, OH, PN, SC, TN, TX, VT Authorized: 100; Issued: 100; 100% owned by Energizer Brands, LLC Energizer International, Inc. Delaware Authorized: 1,000; Issued: 1,000; 100% owned by Energizer Brands, LLC EBC Batteries, Inc Delaware Authorized: 1,000; ...

York. First and foremost, we are committed to providing you with comprehensive and excellent dental care using only the highest quality materials and state of the art technology. Charges incurred for treatment provided are your responsibility regardless of any expected insurance coverage. Treatment recommendations will always be based upon your dental needs.

York. The Company and each Subsidiary Guarantor further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Agreement. Such service may be made by delivering a copy of such process to the Company or any Subsidiary Guarantor in care of the Process Agent at the address specified above for the Process Agent and obtaining a receipt therefor, and the Company and each Subsidiary Guarantor hereby irrevocably authorizes and directs such Process Agent to accept such service on its behalf. The Company and each Subsidiary Guarantor represents and warrants that the Process Agent has agreed to act as said agent for service of process, and agrees that service of process in such manner upon the Process Agent shall be deemed, to the fullest extent permitted by applicable law, in every respect effective service of process upon the Company and each Subsidiary Guarantor in any such suit, action or proceeding.

York. (The prime rate is not intended to be the lowest rate of interest charged by Chase Bank to its borrowers). CLOSING DATE shall mean the date on or after the date hereof upon which the Agent in behalf of the Lenders makes the initial extension of credit hereunder whether in the form of Revolving Loans or Letters of Credit. COLLATERAL shall mean all present and future Accounts, Inventory, Documents of Title and Other Collateral of the Companies.

York. In addition to any other rights available under this Agreement or otherwise available at law or in equity but subject to the terms hereof, Purchaser shall have all rights and remedies of a secured party with respect to the Collateral under the laws of the State of New York and under any other applicable law to enforce the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law and the terms of this Agreement, to sell or apply any rights and other interests with respect to the Collateral assigned or pledged hereby in accordance with the terms hereof at public and private sale in accordance with the terms of this Agreement. The parties agree to waive trial by jury in the event of any dispute under this Agreement.

York. All of the properties and assets necessary for continued operation of the Business as currently conducted (including, without limitation, all books, records, computers and computer software and data processing systems) are owned, leased or licensed by the Company and are suitable for the purposes for which they are currently being used. With the exception of used equipment and inventory valued at no more than $20,000 in the aggregate on the Company's Financial Statements, the physical properties of the Company, including the real properties leased by the Company, are in operating condition and repair, normal wear and tear excepted, and are free from any defects of a material nature. Except for Permitted Exceptions, the Company has full and unrestricted legal and equitable title to all such properties and assets. The operation of the properties and Business of the Company in the manner in which they are now and have been operated does not violate any zoning ordinances, municipal regulations, or other Requirements of Laws, except for any such violations which would not, individually or in the aggregate, have a Material Adverse Effect. To the Knowledge of the Shareholders, except for Permitted Exceptions, no restrictive covenants, easements, rights-of-way, or regulations of record impair the uses of the properties of the Company for the purposes for which they are now operated. All leases of real or personal property by the Company are legal, valid, binding, enforceable and in full force and effect and will remain legal, valid, binding, enforceable and in full force and effect on identical terms immediately following the Closing, except for the Equitable Exceptions. All facilities leased by the Company have received all approvals of any Governmental Body (including Governmental Permits) required to be obtained by the Company in connection with the operation of the Business and have been operated and maintained in accordance with all Requirements of Laws applicable to the Company as a lessee thereof. The Company owns no real property.