ANNEXED HERETO. With effect from 1 March 2003 the remuneration specified in Clause 6(A) of the above-mentioned Agreement is £410,000 per annum. The Remuneration Committee of the Board, consisting solely of non-executive directors, is responsible for the introduction and operation of executive directors’ bonus arrangements. With effect from the financial year ended 31 December 1993 (or date of appointment if later) executive directors have been eligible to participate in two bonus schemes, the Mining Plan and the FTSE Plan. Details of these schemes are given in appendix I in this file. With effect from 27 May 1998, these schemes were replaced in respect of new awards by the Mining Companies Comparative Plan and the Share Option Plan, details of which are set out in appendix II and appendix III respectively. Executive directors are also eligible to receive a cash bonus under the company’s Short Term Incentive Scheme, with a target bonus of 60% of basic salary and subject to a maximum bonus of 100% of salary. The award depends on performance against financial and strategic criteria determined by the Remuneration Committee. for and on behalf of RIO TINTO LONDON LIMITED /s/ A X Xxxxxxx .................................................... Secretary
ANNEXED HERETO. Such financial performance covenants do not cover the full term of the loan arrangement contemplated hereby; accordingly, if the Administrative Agent and the Borrowers are unable, prior to the expiration of the periods set forth on EXHIBIT6(l)(a), to agree on covenants for periods beyond those set forth on EXHIBIT6(l)(a), the Borrowers shall be required to maintain Availability of at least $5,000,000 at all times until such covenants are established and shall not be permitted to obtain Revolving Credit Loans or L/Cs if such minimum Availability would be breached thereby. Compliance with such financial performance covenants shall be made as if no Material Accounting Changes had been made (other than any Material Accounting Changes specifically taken into account in the setting of such covenants). The Administrative Agent may determine the Borrowers' compliance with such covenants based upon financial reports and statements provided by the Lead Borrower to the Administrative Agent (whether or not such financial reports and statements are required to be furnished pursuant to this Agreement) as well as by reference to interim financial information provided to, or developed by, the Administrative Agent.


  • hereto Each Borrower and each of its Subsidiaries has filed all federal, state and local tax returns and other reports it is required by law to file and has paid, or made provision for the payment of, all Taxes upon it, its income and Properties as and when such Taxes are due and payable, except to the extent being Properly Contested. The provision for Taxes on the books of each Borrower and each of its Subsidiaries are adequate for all years not closed by applicable statutes, and for its current Fiscal Year.

  • Entire Agreement, Waivers and Amendments This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the Parties with respect to the AHIF Loan. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of the Parties.

  • EXHIBITS AND SCHEDULES TO THE OMNIBUS INSTRUMENT Exhibit A Standard Trust Terms — Incorporated herein by reference to Exhibit 4.2 to Principal Life Insurance Company’s Current Report on Form 8-K filed on December 5, 2007. Exhibit B Standard License Agreement Terms — Incorporated herein by reference to Exhibit 99.1 to Principal Life Insurance Company’s Current Report on Form 8-K, filed on March 29, 2004. Exhibit C Standard Indenture Terms — Incorporated herein by reference to Exhibit 4.1 to Principal Life Insurance Company’s Current Report on Form 8-K, filed on December 5, 2007. Exhibit D Pricing Supplement — Incorporated herein by reference to the Pricing Supplement with respect to Principal Life Income Fundings Trust 2007-119, filed on December 3, 2007, with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended. Exhibit E Principal Life Insurance Company Officer’s Certificate Exhibit F Principal Life Income Fundings Trusts Trustee Officer’s Certificate Exhibit G Free Writing Prospectus(es) Schedule I Terms Agreement Specifications EXHIBIT E Principal Life Insurance Company Officer’s Certificate The undersigned, an officer of Principal Life Insurance Company, an Iowa stock life insurance company (“Principal Life”), does hereby certify to Standard & Poor’s Ratings Services, a division of The MxXxxx-Xxxx Companies, Inc., in such capacity and on behalf of Principal Life, to the knowledge of the undersigned and after reasonable inquiry, that:

  • Successors and Assigns; Entire Agreement This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Investor may assign its rights under this Agreement to any subsequent holder of the Registrable Securities, provided that the Company shall have the right to require any holder of Registrable Securities to execute a counterpart of this Agreement as a condition to such holder's claim to any rights hereunder. This Agreement, together with the Securities Purchase Agreement, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

  • Entire Agreement; Successors and Assigns This Agreement and the documents and instruments attached hereto constitute the entire agreement between the Holder and the Company relative to the subject matter hereof. Any previous agreements between the parties are superseded by this Agreement. Subject to any exceptions specifically set forth in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective executors, administrators, heirs, successors and assigns of the parties.

  • Successors and Assigns Included in Parties Whenever in this Agreement one of the parties hereto is named or referred to, the heirs, legal representatives, successors, successors-in-title and assigns of such parties shall be included, and all covenants and agreements contained in this Agreement by or on behalf of Borrower or by or on behalf of Lender shall bind and inure to the benefit of their respective heirs, legal representatives, successors-in-title and assigns, whether so expressed or not.

  • Entire Agreement and Amendment This Agreement contains the entire agreement of the parties with respect to Executive's employment and the other matters covered herein; moreover, this Agreement supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof. This Agreement may be amended, waived or terminated only by a written instrument executed by both parties hereto.

  • Authorized and Effective Agreement (a) The Acquiror has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Acquiror. This Agreement has been duly and validly executed and delivered by the Acquiror and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Acquiror which is enforceable against the Acquiror in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

  • Signatories Each individual signatory hereto represents and warrants that he is duly authorized to execute this Agreement on behalf of his principal and that he executes the Agreement in such capacity and not as a party.

  • Entire Agreement and Amendments This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein and may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto except as otherwise noted herein.