Page. 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. NEGATIVE COVENANTS 37 8.1 Nature of Business 37 8.2 Consolidation and Merger 37 8.3 Sale or Lease of Assets 38 8.4 Limitation on Liens 38 8.5 Fiscal Year 38 SECTION 9. EVENTS OF DEFAULT 39 9.1 Events of Default 39 9.2 Acceleration; Remedies. 41 9.3 Allocation of Payments After Event of Default 42 SECTION 10. AGENCY PROVISIONS 42 10.1 Appointment 42 Page 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11. MISCELLANEOUS 46 11.1 Notices 46 11.2 Right of Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies Cumulative 50 11.5 Payment of Expenses, etc. 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of Indemnification and Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of SPVs 54 SCHEDULES Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices EXHIBITS Exhibit 2.1(b) Form of Competitive Bid Request Exhibit 2.2(a) Form of Notice of Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 364-DAY CREDIT AGREEMENT 364-DAY CREDIT AGREE...
Page. SECTION 1. BASIC DEFINITIONS 1 Section 1.1. Closing Date 1 Section 1.2. Contract Period 1 Section 1.3. Due Diligence Period 1 Section 1.4. Personal Property 1 Section 1.5. Property 1 Section 1.6. Real Property 1 Section 1.7. Title Company 1 SECTION 2. PURCHASE AND SALE 1 Section 2.1. Purchase and Sale 1 Section 2.2. Purchase Price 1 Section 2.3. Buyer’s Review and Seller’s Disclaimer 2 Section 2.4. Approval of Title Exceptions 6 SECTION 3. CONDITIONS PRECEDENT 7 Section 3.1. Buyer’s Conditions 7 Section 3.2. Seller’s Conditions 8 Section 3.3. Waiver of Conditions Precedent 9 SECTION 4. COVENANTS, WARRANTIES AND REPRESENTATIONS 6 Section 4.1. Seller’s Warranties and Representations 9 Section 4.2. Seller’s Covenants 10 Section 4.3. Buyer’s Warranties and Representations 11 SECTION 5. DEPOSIT 11 SECTION 6. BUYER’S DEFAULT AND LIQUIDATED DAMAGES 9 SECTION 7. SELLER’S DEFAULT 12 SECTION 8. ESCROW AND CLOSING 13 Section 8.1. Escrow Arrangements 13 Section 8.2. Closing 14 Section 8.3. Filing of Reports 14 Section 8.4. Prorations and Real Estate Taxes 14 Section 8.5. Other Closing Costs 15 Section 8.6. Possession 15 SECTION HEADING
Page. Section 6.04 No Duties Except as Specified in this Agreement or in Instructions ........................................... 11 Section 6.05 No Action Except Under Specified Documents or Instructions ................................................ 11
Page. Employee and Union Co-operation Union Security Hours of Work Overtime Rate of Pay Statutory Holidays Rest Periods Wages Travel Time Vacations Maternity Leave Jury Duty No Strike No Lockout Seniority Discharge of Employees Subject to Arbitration Notice Required for Pay in Lieu of Notice in Cases of Dismissal Business Agents Visits Complaints and Cash Shortages Sick Leave With Pay Bereavement Leave With Pay Leave of Absence Without Pay Doctor’s Appointment Health and Welfare INDEX (continued) Article Page Canadian Commercial Workers Industry Pension Plan Company Meetings Supplier’s Representative Employee Privileges Disciplinary Interviews Union Decal Expiration and Renewal PART-TIME “A” Article Page Hours of Work Employee and Union Co-operation Rest Periods No Strike No Lockout Seniority Discharge of Employees Subject to Notice Required for Pay in Lieu of Notice in Cases of Dismissal Business Agents Visits Complaints and Grievance Procedure Cash Shortages Dental Plan Wages Maternity Leave Bereavement Leave Sick Leave Work Closest to Home Travel Time Leave of Absence Without Pay Canadian Commercial Workers Industry Pension Plan PART-TIME APPENDIX “A” (continued) Article Page Health and Welfare Company Meetings Disciplinary Interviews Expiration and Renewal Appendix Wages Appendix Wages Appendix Wages Appendix Wages Appendix Appendix D Letters of Agreement Letter of Agreement Letter of Agreement Former Kent Drugs Letter of Agreement Drug Warehouse Retail Stores Letter of Agreement Cosmetic Commission Letter of Agreement Protocol for New Stores Acquisitions Letter of Agreement Technological Letter of Agreement Staff Training Letter of Agreement Par-time Drug Benefit Letter of Agreement Leukemia Letter of Agreement Rotation of Sales Clerk from Cashiering Duties Letter of Agreement Liability Insurance THIS AGREEMENT made and entered into as of January BETWEEN: PLUS DRUGMARTS with respect to its stores in Ontario except the stores in the Regional Municipality of Ottawa-Carleton (Hereinafter referred to as the “Company”) and UNITED FOOD COMMERCIAL WORKERS CANADA, LOCAL (Hereinafter referred to as the “Union”) WHEREAS the Company and the Union desire to co-oper- ate in establishing and maintaining conditions which will promote a harmonious relationship between the Company and the employees covered by this agreement, and in provid- ing methods for a fair and amicable adjustment of disputes which may arise between them, and to promote efficient op- eration;
Page. 1.1 INVITATION TO TENDER 2 1.2 TENDER CONDITIONS AND INFORMATION 3 1.3 GENERAL CONDITIONS OF CONTRACT 9 1.4 SPECIAL CONDITIONS OF CONTRACT 15 SECTION 2 2.1 SPECIFICATIONS 16 2.2 MBD 3.1 PRICING SCHEDULE – FIRM PRICES 17 SECTION 3 3.1 MBD1: BID FOR REQUIREMENTS OF THE MUNICIPALITY OF MOSSEL BAY 18 SECTION 4 4.1 MBD4: DECLARATION OF INTEREST 21 4.2 MBD6.1: PREFERENCE POINTS CLAIM FORM IN TERMS OF THE PREFERENTIAL PROCUREMENT REGULATIONS, 2001 23 4.3 MBD6.11: PREFERENCE POINTS CLAIM FORM IN TERMS OF THE PREFERENTIAL POCUREMENT REGULATIONS 2001 - PROMOTION OF ENTERPRISES LOCATED IN A SPECIFIC MUNICIPAL AREA 32 4.4 MBD8: DECLARATION OF XXXXXX’S PAST SUPPLY CHAIN MANAGEMENT PRACTICES 35 4.5 MBD9: CERTIFICATE OF INDEPENDENT BID DETERMINATION 37 SECTION 5 DECLARATION 40 SECTION 6 CONTRACT FORM 42 SECTION 1.1: INVITATION TO TENDER CLOSING DATE: 15 OCTOBER 2010 CLOSING TIME: 12:00 TENDER 77/2010: LEASE OF KIOSK SITUATED AT THE POINT, MOSSEL BAY Tenders are hereby invited for the lease of the Kiosk situated at the Point, Mossel Bay for a period of almost three years ending 30 June 2013. Tenders must be submitted on the original documents and shall remain valid for 90 days after the closing date of the tender. Enquiries pertaining to the specifications can be addressed to Ms Xxxxxxxx xx Xxxxxxx at telephone (044) 000- 0000. Enquiries pertaining to the completion of the documents can be addressed to Mr Xxxxxxx Xxxxxxx at telephone (000) 000-0000. A set of tender documents can be obtained at a non-refundable cost of R50 per set from Ms du Plessis at telephone (000) 000-0000. Payments must be made by crossed cheque payable to the Mossel Bay Municipality. Documents that are e-mailed to prospective bidders will be free of charge. Additional sets of tender documents are available at a cost of R50 per set. A set of tender documents can also be obtained on our website at xxx.xxxxxxxxxxxx.xx.xx (follow the Procurement-link on the left hand side). Fully completed tender documents must be placed in a sealed envelope and placed in the tender box on the Lower Ground floor (seaside) at the Municipality, Xxxxx Street, Mossel Bay by not later than 12:00 on Friday, 15 October 2010 or be mailed to reach the Tender Box, Mossel Bay Municipality, PO Box 25, Mossel Bay, 6500 before the specified closing date and time. The envelopes must be endorsed clearly with the number, title and closing date of the tender as above. In terms of the Preference Points system prescribed by the Preferential...
Page. Call Back Compassionate Leave Cost-of-Living Allowance Dental Plan Disciplinary Action Drug Plan Educational Leave Effective Date Duration Employee birthday Extended Health Care First Aid Injury Allowance Grievance Procedure Holidays Hours of Work Jury Duty Crown Witness of Absence Letters of Agreement Life Insurance Long Term Disability Loss Management Rights Negotiating Committee Nursing Home Plan Occupational Definitions I I I (e) INDEX (continuous) TOPIC Overtime Input Overtime Pay Overtime Records Paid Absence Allowance Days Paid Education Leave Pension Plan Personal Paid Holidays Promotion Posting Purpose Recall Notice Recognition Rest Periods Wash-up time Retiree Life Rules Regulation Schedule Safety Equipment Mandatory Safety Glasses Safety Shoe Allowance Safety Health Semi-Skilled Definitions Seniority Seniority Listing Seniority Layoffs Premium Sickness Accident Plan Skilled Trades Definitions Social Security ARTICLE PAGE INDEX (continuous) TOPIC Starting Rates Strikes and Lockouts Fund Temporary Part Time Employees Union Committee Union Representation Union Security Union Time Vice-chairman Union Time Chairman Union Time Committeemen Vacation Requests Vacations &Vacation Pay Vision Plan Wage Schedule "A" Wages ARTICLE PAGE LETTERS INDEX TOPIC Page Benefits Canada Savings Bonds. Central Stampings Common Law Spouse First Aid Certification Health and Safety Holiday Pay Inspector Classification Labourer Classification Last Day Worked Before Christmas Leaders Lockers Lunchroom Smoke Eater. Lunch Time Clocking Maintenance New Hires in Selected Trades I9 New Technology Payroll Summary LETTERS INDEX (continuous) TOPIC Pension Plan Page COLLECTIVE AGREEMENT dated the 30th day of September, BETWEEN CENTRAL STAMPINGS LIMITED, hereinafter called the Company. and THE NATIONAL AUTOMOBILE, AEROSPACE TRANSPORTATION AND GENERAL WORKERS UNION OF CANADA (CAW-CANADA) AND ITS LOCAL hereinafter called the Union. ARTICLE PURPOSE It is the intent and purpose of the parties to this Agreement, which has been negotiated and enter- ed into in good faith:
Page. Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 6 Section 3. Issuance of Rights Certificates 6 Section 4. Form of Rights Certificates 8 Section 5. Countersignature and Registration 9 Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates 10 Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights 10 Section 8. Cancellation and Destruction of Rights Certificates 12 Section 9. Reservation and Availability of Capital Stock 13 Section 10. Preferred Stock Record Date 14 Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights 14 Section 12. Certificate of Adjusted Purchase Price or Number of Shares 22 Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power 22 Section 14. Fractional Rights and Fractional Shares 25 Section 15. Rights of Action 26 Section 16. Agreement of Rights Holders 27 Section 17. Rights Certificate Holder Not Deemed a Shareholder 27 Section 18. Concerning the Rights Agent 27 Section 19. Merger or Consolidation or Change of Name of Rights Agent 28 Section 20. Duties of Rights Agent 29 Section 21. Change of Rights Agent 31 Section 22. Issuance of New Rights Certificates 31 Section 23. Redemption and Termination 32 Section 24. Exchange 32 Section 25. Notice of Certain Events 34 Section 26. Notices 35 Section 27. Supplements and Amendments 35 Section 28. Successors 36 Section 29. Determinations and Actions by the Board, etc. 36 Section 30. Benefits of this Agreement 36 Section 31. Severability 37 Section 32. Governing Law 37 Section 33. Counterparts 37 Section 34. Descriptive Headings 37 Exhibit A Form of Certificate of Amendment of the Certificate of Incorporation A-1 Exhibit B Form of Rights Certificate B-1 RIGHTS AGREEMENT RIGHTS AGREEMENT dated as of August 15, 2007, between 4Kids Entertainment, Inc., a New York corporation (the “Company”), and Continental Stock Transfer & Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”).
Page. Section 6.06 Restrictions ................................................................................................................................ 11 ARTICLE VII
Page. 6.7 Stock Exchange De-listing 47 6.8 Publicity 47 6.9 Employee Benefits 47 6.10 Expenses 48 6.11 Indemnification; Directors’ and Officers’ Insurance 49 6.12 Other Actions by the Company 51
Page. B. At any time the Company may apply to any officer of the Investment Company or Fund for instructions, and may consult with legal counsel or the Investment Company's independent accountants with respect to any matter arising in connection with the services to be performed by the Company under this Agreement, and the Company and its agents or subcontractors shall not be liable and shall be indemnified by the Investment Company or the appropriate Fund for any action reasonably taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel or independent accountant provided such action is not in violation of applicable federal or state laws or regulations.
