Gentlemen definition
Gentlemen. Congress Financial Corporation (Southern) ("Lender") and Borrower have entered into certain financing arrangements pursuant to which Lender may make loans and advances and provide other financial accommodations to Borrower as set forth in the Loan and Security Agreement, dated of even date herewith, by and between Borrower and Lender (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the "Loan Agreement"), and other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including, but not limited to, this Guarantee (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the "Financing Agreements"). Due to the close business and financial relationships between Borrower and the undersigned ("Guarantor"), in consideration of the benefits which will accrue to Guarantor and as an inducement for and in consideration of Lender making loans and advances and providing other financial accommodations to Borrower pursuant to the Loan Agreement and the other Financing Agreements, Guarantor hereby agrees in favor of Lender as follows:
Gentlemen. Pursuant to Section 4.1 of the Agreement, the undersigned hereby requests that you issue (pick one): _____ an irrevocable standby Letter of Credit in the amount of $___________________ for the account of the undersigned and for the benefit of _________________________________ upon the terms and conditions set forth in the attached Application and Agreement for Irrevocable Standby Letter of Credit. _____ a commercial Letter of Credit in the amount of $___________________ for the account of the undersigned and for the benefit of _________________________________ upon the terms and conditions set forth in the attached Application and Agreement for Commercial Letter of Credit. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Agreement are true and correct in all material respects as if made on and as of the date hereof and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing and that no such Default or Event of Default will result from the issuance of the Letter of Credit requested hereby. Very truly yours, DOANX XXXDUCTS COMPANY By: --------------------------------------- Title: ------------------------------------ - 112 - 119 EXHIBIT E FORM OF STANDBY LETTER OF CREDIT APPLICATION - 113 - 120 EXHIBIT F FORM OF COMMERCIAL LETTER OF CREDIT APPLICATION - 114 - 121 EXHIBIT G LETTER OF CREDIT PARTICIPATION CERTIFICATE This Letter of Credit Participation Certificate is issued pursuant to Section 4.2 of that certain Amended and Restated Revolving Credit and Term Loan Agreement dated February 28, 1996, by and among Doanx Xxxducts Company (formerly known as DPC Transition Corp), the banks listed on the signature pages thereof and Mercantile Bank of St. Louis National Association, as agent for the Banks, as the same may from time to time be amended, modified, extended or renewed (the "Credit Agreement"). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement. Subject to the terms, provisions and conditions contained in the Credit Agreement, Mercantile hereby issues to ______________________________ a ______________________ Percent (________%) undivided participation interest in all Letters of Credit issued by Mercantile from time to time under the Credit Agreement (including, without limitation, an undivided participation interest in the reimb...
Gentlemen. This will confirm that notwithstanding anything to the contrary contained in our Factoring Agreement, any Receivables assigned to us by you from Kmart for which we have assumed the credit risk with approvals commencing on 11/28/95 including but not limited to the attached listing of invoices ("Kmart Receivables"), are subject to the following additional terms and conditions, which by your signature below you agree shall apply to all Kmart Receivables:
Examples of Gentlemen in a sentence
Xxxxxx xxxx@xxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to the Master Loan and Security Agreement (as it may be amended or supplemented from time to time, the “MLSA”), by and among Federal Reserve Bank of New York, as Lender, The Bank of New York Mellon, as Administrator, The Bank of New York Mellon, as Custodian, and the Primary Dealers party thereto.
Accepted and Agreed to: [GUARANTOR] Signature: Name: Title: Date: PECO ENERGY COMPANY Signature: Name: Title: Date: Ladies and Gentlemen: We have acted as counsel to (the “Seller”) in connection with the Default Service Program Block Energy Supply Master Agreement (the “Agreement”) between Seller and PECO Energy Company (the “Buyer”) executed by Seller on [date].
One Bryant Park New York, New York 10036 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc.
More Definitions of Gentlemen
Gentlemen. To induce you to make loans to the undersigned (herein called "Borrower"), and in consideration of any loan or loans you, in your sole discretion, may make to Borrower, Borrower warrants and agrees as follows:
Gentlemen. The undersigned hereby subscribes for _________ Shares of the common stock of Xxxxxxxxxxxxxx.xxx, Inc. Service, Inc. (the "Shares") at a purchase price of fifty 32/100 cents ($0.25)
Gentlemen. With reference to the above Agreement and specifically with reference to Section 1.4 of the above Agreement, please consider this letter notice of Buyer's unequivocal exercise of the Option as described in the Agreement.
Gentlemen. We have acted as special local counsel in the state of _____________ (the "State") to Bank of America, National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), and Bank of America, National Association, as a bank (in such capacity, "Bank of America"), in connection with that certain Fifth Amended and Restated Credit Agreement, dated as of May 18, 2001 (the "Credit Agreement"), among the Company, Administrative Agent, Bank of America and the other "Banks" that are parties thereto, and the other Loan Documents referred to in the Credit Agreement. This opinion is furnished to you pursuant to the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. In connection with this opinion, we have examined execution copies of (i) the Credit Agreement and (ii) each of the documents listed on Annex I hereto (collectively, the "State Security Documents"; together with the Credit Agreement, the "Loan Documents"). We have also examined such other documents as we have deemed necessary or appropriate for the purpose of giving this opinion. For the purposes of this opinion, we have assumed: (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; and (iii) the conformity to original documents of documents submitted to us as certified or photostatic copies. You have advised us that in rendering this opinion, we may assume that: (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (ii) the Company is duly qualified as a foreign corporation and is in good standing under the laws of the State; (iii) the actions of each of the Banks and the Administrative Agent are permitted under their respective certificates of incorporation, bylaws and other organizational or governing documents; and (iv) the execution, delivery and performance of each of the Loan Documents has been duly authorized by the respective parties thereto in the form of the execution copies reviewed by us. Based on the foregoing, we are of the opinion that: 1. Neither the execution and delivery of the Loan Documents by any entity that is a party thereto, nor the performance by any such entity of any of its obligations thereunder, does or will violate any applicable Requirement of Law of the State.
Gentlemen. Capitalized terms used in this letter are intended to have the meanings assigned to them in the Purchase Agreement referenced above. This letter shall constitute a notice, given before the Base Rent Commencement Date pursuant to subparagraph of the Purchase Agreement, of NAI's election to terminate the Purchase Option and NAI's Initial Remarketing Rights and Obligations. NAI irrevocably elects to terminate the Purchase Option and NAI's Initial Remarketing Rights and Obligations effective immediately, subject only to the conditions described below. NAI ACKNOWLEDGES THAT THE ELECTION MADE BY NAI DESCRIBED ABOVE CONSTITUTES AN ISSUE 97-10 ELECTION UNDER AND AS DEFINED IN THE OPERATIVE DOCUMENTS. NAI also acknowledges that its right to terminate the Purchase Option and NAI's Initial Remarketing Rights and Obligations is subject to the condition precedent that (x) NAI shall have given Notice of NAI's Election to Terminate pursuant to Paragraph 5(D) of the Construction Management Agreement, or (y) BNPLC shall have given any FOCB Notice as provided in Paragraph 5(E) of the Construction Management Agreement, or (z) BNPLC shall have given notice of its election to accelerate the Designated Sale Date when an Event of Default has occurred and is continuing as provided in clause (5) of the definition Designated Sale Date in the Common Definitions and Provisions Agreement (Phase II - Improvements). Accordingly, if none of the notices described in the preceding sentence have been given, the Purchase Option and NAI's Initial Remarketing Rights and Obligations shall not terminate by reason of this notice.
Gentlemen. Capitalized terms used in this letter are intended to have the meanings assigned to them in the Building 3 Purchase Agreement referenced above. This letter shall constitute a notice, given before the Building 3 Base Rent Commencement Date pursuant to subparagraph 4(B) of the Xxxxxxxx 0 Xxxxxxxx Xxxxxxxxx, of Zhone's election to terminate the Purchase Option and the Building 3 Supplemental Payment Obligation. Zhone irrevocably elects to terminate the Purchase Option and the Building 3 Supplemental Payment Obligation effective immediately, subject only to the conditions described below. Zhone acknowledges that the election made by Zhone described above constitutes an Issue 97-10 Election under and as defined in the Building 3 Operative Documents. Zhone also acknowledges that its right to terminate the Purchase Option and the Building 3 Supplemental Payment Obligation is subject to the condition precedent that (x) Zhone shall have given Notice of Zhone's Election to Terminate pursuant to Paragraph 4(D) of the Construction Management Agreement, -------------- or (y) BNPLC shall have given any FOCB Notice as provided in Paragraph 4(E) of -------------- the Construction Management Agreement, or (z) BNPLC shall have given notice of its election to accelerate the Designated Sale Date when an Event of Default has occurred and is continuing as provided in clause (5) of the definition Designated Sale Date in the Common Definitions and Provisions Agreement (Phase I-Improvements). Accordingly, if none of the notices described in the preceding sentence have been given, the Purchase Option and the Building 3 Supplemental Payment Obligation shall not terminate by reason of this notice.
Gentlemen. Capitalized terms used in this letter are intended to have the meanings assigned to them in the Construction Management Agreement or in the Common Definitions and Provisions Agreement (Phase V - Improvements) referenced in the Construction Management Agreement. This letter shall constitute notice, given as described in subparagraph 4(C) of the Construction Management Agreement, that NAI is paying with this letter, or unconditionally and irrevocably committing to pay as described below, a Voluntary NAI Construction Contribution in the amount of $_____________________. Such payment by NAI will be in addition to any Voluntary NAI Construction Contributions required by other notices given by NAI as described in subparagraph 4(C) of the Construction Management Agreement. Further, if the Voluntary NAI Construction Contribution required by this letter is not being delivered to BNPLC by NAI contemporaneously with this letter, then at such time as BNPLC's obligation to fund additional Construction Advances is excused by any of the terms and conditions set forth in the Construction Management Agreement, NAI shall be obligated to deliver such Voluntary NAI Construction Contribution as required to eliminate (or reduce to the maximum extent possible) Projected Cost Overruns, including any Projected Cost Overruns caused by the accrual of Carrying Costs under and as described in the Improvements Lease referenced in the Construction Management Agreement. Executed this _____ day of ______________, 20___. NETWORK APPLIANCE, INC. Name: -------------------------------- Title: ------------------------------- [cc all Participants] Exhibit H PREEMPTIVE NOTICE BY NAI BNP Leasing Corporation 12200 Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Xxxention: Lloyx X. Xxx Re: Construction Management Agreement (Phase V - Improvements) dated as of March 1, 2000 (the "CONSTRUCTION MANAGEMENT AGREEMENT"), between Network Appliance, Inc. ("NAI") and BNP Leasing Corporation ("BNPLC")