ANNEXED HERETO Sample Clauses

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
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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.
ANNEXED HERETO. With effect from 1 March 2008 the remuneration specified in Clause 6(A) of the above-mentioned Agreement is £907,500 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 27 May 1998, executive directors have been eligible to participate in two share based incentive plans, the Mining Companies Comparative Plan and the Share Option Plan, details of which are set out in appendix I and appendix II 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 with bonus potential capped at 120% 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/ Xxx Xxxxxxx

Related to ANNEXED HERETO

  • hereto Financial Security shall be subrogated to the rights of each Holder to receive distributions with respect to each Certificate held by such Holder to the extent of any payment by Financial Security hereunder.

  • Entire Agreement, Waivers and Amendments This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the Parties with respect to all or part of the subject matter thereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged. Any amendment or modification to this Agreement must be in writing and executed by Seller and Buyer.

  • 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.

  • Entire Agreement; Parties in Interest This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all the exhibits attached hereto, the Schedules, including the Company Disclosure Letter, (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement, in accordance with its terms and (b) are not intended to confer, and shall not be construed as conferring, upon any Person other than the parties hereto any rights or remedies hereunder (except that Article VIII is intended to benefit the Indemnified Persons).

  • Entire Agreement and Amendment This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and supersedes and replaces all prior agreements, understandings and commitments with respect to such subject matter. This Agreement may be amended only by a written document signed by both parties to this Agreement.

  • Authorized and Effective Agreement This Agreement has been duly executed and delivered by Seller and Seller Sub, and assuming the due authorization, execution and delivery by Buyer and Buyer Sub, constitutes a valid and binding obligation of Seller and Seller Sub, enforceable against Seller and Seller Sub in accordance with its terms, except as such enforceability may be limited by laws related to safety and soundness of insured depository institutions as set forth in 12 U.S.C. §1818(b), the appointment of a conservator, bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing. Each of Seller and Seller Sub has the right, power, authority and capacity to execute and deliver this Agreement and, subject to obtaining the Required Seller Vote, the obtaining of appropriate approvals by Regulatory Authorities and Governmental Authorities and the expiration of applicable regulatory waiting periods, to perform its obligations under this Agreement.

  • 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 constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of the Agreement shall be binding unless in writing and signed by both parties.

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