Collateral Management and Agency Fee. [Section A.2]. of the Administrative Agent Fee Letter is hereby deleted in its entirety and the following inserted in lieu thereof:
In connection with any transfer by BAM of BPY Units, BPY Reference Property or BPY Unit Convertibles into the Collateral Account required by this Agreement which are held through DTC or another Depositary, BAM shall deliver to the Rights Agent such BPY Units, BPY Reference Property or BPY Unit Convertibles to the Collateral Account pursuant to DTCs or such other Depositarys Applicable Procedures. In connection with any transfer by BAM of BPY Units, BPY Reference Property or BPY Unit Convertibles into the Collateral Account required by this Agreement which are not held through DTC or another Depositary, BAM shall take all necessary action to cause such BPY Units, BPY Reference Property or BPY Unit Convertibles to be delivered to the Collateral Account.
Depositary means a clearing agency registered under the Exchange Act.
Entire Agreement/No Collateral Representations. Each party expressly acknowledges and agrees that this Agreement, including all exhibits attached hereto: # is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; # supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, courses of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, “Prior Agreements”), and that any such Prior Agreements are of no force or effect except as expressly set forth herein; and # may not be varied, supplemented or contradicted by evidence of any Prior Agreement, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.
Amendments to the Collateral Agreement. Effective as of the date of satisfaction of the condition precedent set forth in [Section 2] below, the parties hereto agree that the Collateral Agreement is hereby amended as follows:
Agreement. Each of this Agreement and the Paying Agency Agreement have been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.
Agreement. The Administrative Agent (or its counsel) shall have received a counterpart of this Agreement (which may include facsimile transmission or electronic mail transmission of a signed signature page of this Agreement) that, when taken together, bear the signatures of each Borrower and each Lender.
Agreement. This Agreement evidences the award to the Participant of the cash amount set forth above. This Cash Award is the right to receive the amount of cash reflected above as described in [Section 4] of the Agreement. The Agreement and the Cash Award shall be subject to the following terms and conditions and the provisions of the Plan, which are hereby incorporated by reference. A copy of the Plan may be obtained by the Participant from the office of the Secretary of Adtalem or from the stock administrator’s website.
Agreement. Notwithstanding any other provision of this Plan and as a condition to becoming entitled to receive Payments, the Company may require the Officer to enter into a severance agreement prior to or after the Employment Severance Date. Such severance agreement will incorporate the Release and may, # modify the terms of any then-effective agreement between the Officer and the Company; or # include all provisions necessary to implement the terms of the Plan. Such agreement may include Post-Employment Covenants, the Company’s right to seek an injunction, forfeit future Payments, and require repayment of Payments made, and any other provisions deemed appropriate by the Company in its sole discretion.
Agreement. The parties hereto acknowledge and agree that, other than as set forth in this Amendment, the Agreement remains unchanged and in full force and effect.
Agreement. The Credit Agreement is hereby amended to # delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as [Exhibit A] hereto and # replace [Exhibit C-11]1]] of the Credit Agreement with [Exhibit B] attached hereto.
Agreement. This Agreement is entered into pursuant to the 2009 Verizon Communications Inc. Long-Term Incentive Plan, as amended and restated (the Plan), and evidences the grant of a restricted stock unit award in the form of RSUs pursuant to the Plan. In consideration of the benefits described in this Agreement, which Participant acknowledges are good, valuable and sufficient consideration, the Participant agrees to comply with the terms and conditions of this Agreement, including the Participants obligations and restrictions set forth in [Exhibit A] to this Agreement and the Participants non-competition, non-solicitation, confidentiality and other obligations and restrictions set forth in [Exhibit B] to this Agreement, both of which are incorporated into and are a part of the Agreement. The RSUs and this Agreement are subject to the terms and provisions of the Plan. By executing this Agreement, the Participant agrees to be bound by the terms and provisions of the Plan and this Agreement, including but not limited to the Participants obligations and restrictions set forth in [Exhibits A] and B to this Agreement. In addition, the Participant agrees to be bound by the actions of the Human Resources Committee of Verizon Communications Board of Directors or any successor thereto (the Committee), and any designee of the Committee (to the extent that such actions are exercised in accordance with the terms of the Plan and this Agreement). If there is a conflict between the terms of the Plan and the terms of this Agreement, the terms of this Agreement shall control.
This Agreement has been duly executed and delivered by the Purchaser and constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with it terms, except as such enforceability may be limited by # bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and # general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Agreement. Holder hereby # agrees that the Stock, and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and # adopts the Agreement with the same force and effect as if Holder were originally a party thereto.
No Agency. Crestwood Midstream shall not be deemed or construed to be, and shall not be, under any circumstance or for any purpose an agent, joint venturer or partner of or with any Company by virtue of, or under, this Agreement in respect of the Facilities.
Beneficial Ownership Filings; Notice of Depositary. Promptly upon execution hereof, Buyer will file an amended [Schedule 13D]/A with the SEC, including a copy of this Agreement, and provide similar disclosures under other applicable laws, including Finnish law. At the Depositarys discretion, the Depositary may release a market announcement notifying market participants of this Agreement and that, pursuant to the terms of the Deposit Agreement, holders of ADSs will be entitled to their pro rata share (on a per ADS basis) of net cash proceeds from any sale of the Buyer Shares (after giving effect to any deductions provided for under the Deposit Agreement) by the Depositary.
As a condition to the ability of the Company, Hovnanian and their subsidiaries to incur Refinancing Indebtedness and to secure such Refinancing Indebtedness with the liens and security interests created by the documents governing such Refinancing Indebtedness, the trustee in respect thereof is required to become a First Lien Representative and the collateral agent in respect thereof is required to become a First Lien Collateral Agent and is required to become subject to and bound by, the First Lien Intercreditor Agreement and First Lien Collateral Agency Agreement. [Section 8.2(b)] of the First Lien Intercreditor Agreement and [Section 4.05(b)] of the First Lien Collateral Agency Agreement each provides that such trustee may become a First Lien Representative and such collateral agent may become a First Lien Collateral Agent pursuant to the execution and delivery by the trustee and the collateral agent of this Joinder to each of the Joined Agreements in the form attached to each thereto as [Exhibit 1] and the satisfaction of the other conditions set forth in [Section 8.2(b)] of the First Lien Intercreditor Agreement and [Section 4.05(b)] of the First Lien Collateral Agency Agreement. The undersigned trustee (the “New Representative”) and collateral agent (the “New Collateral Agent”) are executing this Joinder in accordance with the requirements of the First Lien Intercreditor Agreement and First Lien Collateral Agency Agreement.
collateral agent and US Bank National Association, as depositary agent. Mizuho Bank, Ltd. and COBANK, ACB, as mandated lead arrangers and joint bookrunners.
Representations and Warranties in the Credit Agreement and the Collateral Agreement. The Borrower confirms that as of the Amendment Effective Date, # the representations and warranties contained in [Article VI] of the Credit Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date), # the representations and warranties contained in [Article III] of the Collateral Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and # no Default or Event of Default has occurred and is continuing.
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