ANNEXES Annex Sample Clauses

ANNEXES Annex. 1.1.(description of the Material delivered by the Provider). Annex ./1.4. Data disclosed to the Recipient by the Provider relating to the Material. Annex ./1.7. study plan Annex ./10.1. Milestone payments All annexes form an integral part of this Agreement.
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ANNEXES Annex. 1.6. Description of the Know-How Annex ./1.13.
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ANNEXES Annex. 2.2.: Description of the Research Project Annex ./3.1.: Work, Time and Financial Schedule Annex ./4.1.: Funding Conditions pursuant to the Research Grant Annex ./9.2.: Consent of the Project Staff Member to the R&D Cooperation Agreement All annexes form an integral part of this Agreement. Annex ./2.2.: Description of the Research Project Annex ./3.1.: Work, Time and Financial Schedule Annex ./4.1: Funding Conditions pursuant to the Research Grant Annex ./0.0.0.0.: Key Elements of a Licensing Agreement Annex ./9.2. : Consent of the Project Staff Member to the R&D Cooperation Agreement All annexes form an integral part of this Agreement. Annex ./2.2.: Description of the Research Project Annex ./3.1.: Work, Time and Financial Schedule Annex ./4.1.: Funding Conditions pursuant to the Research Grant Annex ./9.2.: Consent of the Project Staff Member to the R&D Cooperation Agreement All annexes form an integral part of this Agreement.
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ANNEXES Annex. A - Form of Guarantee Legend Annex B-1 - Request for Guarantee Legend (Floating Rate Note) Annex B-2 - Request for Guarantee Legend (Fixed Rate Note) Annex C - Assignment Annex D - Payment Certificate GUARANTEE AGREEMENT ------------------- THIS GUARANTEE AGREEMENT, entered into as of the 11th day of September, 1996, ("GUARANTEE AGREEMENT") between ABN AMRO Bank N.V., Chicago Branch, acting in its capacity as facility agent under the Loan Agreement (as hereinafter defined) (together with its successors and permitted assigns, the "FACILITY AGENT") and Export-Import Bank of the United States, an agency of the United States of America ("EXIMBANK").
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ANNEXES Annex. 3.1. Precontractually exchanged information All annexes form an integral part of this Agreement.
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ANNEXES Annex. A Agreement and Plan of Merger, dated as of March 1, 2013, among Party City Holdings Inc., Confetti Merger Sub, Inc., and iParty Corp. Annex B Opinion of Xxxxxxx Xxxxx & Associates, Inc. Annex C §262 of the Delaware General Corporation Law Appraisal Rights This summary term sheet highlights selected information from this proxy statement and may not contain all of the information that is important to you. To understand the Merger (as defined below) fully, and for a more complete description of the terms of the Merger, you should carefully read this entire proxy statement and the annexes attached to this proxy statement. We have included page references to direct you to a more complete description of the topics presented in this summary term sheet. In this proxy statement, the terms ‘‘iParty’’, the ‘‘Company’’, ‘‘we’’, ‘‘us’’ and ‘‘our’’ refer to iParty Corp., a Delaware corporation. In addition we refer to Party City Holdings Inc. as ‘‘Parent’’, and Confetti Merger Sub, Inc. as ‘‘Merger Sub’’. The Parties to the Merger Agreement iParty is a leading party goods retailer headquartered in Dedham, Massachusetts that operates 54 iParty retail stores in New England and Florida and an internet site (xxx.xxxxxx.xxx) for costume and related goods and party planning. iParty was incorporated in the State of Delaware and its address is 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000. Upon completion of the Merger, we will be a direct wholly-owned subsidiary of Parent. Party City, or Parent, is based in Elmsford, New York, and was incorporated in the State of Delaware in 1996. Party City designs, manufactures, contracts for manufacture and distributes party goods throughout the world. Party City operates retail party supply stores in the United States and Canada, and has franchisees that operate individual stores and area franchises throughout the United States and Puerto Rico. Additionally, Party City operates an e-commerce website, XxxxxXxxx.xxx. Merger Sub is a Delaware corporation formed by Parent in anticipation of the Merger. Merger Sub is a direct wholly-owned subsidiary of Parent. Subject to the terms and conditions of the Merger Agreement and in accordance with Delaware law, at the effective time of the Merger, Merger Sub will merge with and into iParty and iParty will continue as the surviving corporation. Merger Sub currently has nominal assets and no operations. The address of Parent and Merger Sub is 00 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000. The Merger Proposa...
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ANNEXES Annex. 2.1.: Description of each Project Annex ./0.0.0.0.: Key Elements of a Licensing Agreement Annex ./9.2.: Consent of the Project Staff Member to the R&D Cooperation Agreement All annexes form an integral part of this Agreement.
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ANNEXES Annex. 1.: Draft consortium agreement [Alternative: Draft cooperation agreement] All annexes form an integral part of this LOI.
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Related to ANNEXES Annex

  • Schedules and Annexes The Schedules and Annexes referenced herein are a part of this Agreement as if fully set forth herein. All references herein to Schedules and Annexes shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the Schedules with reference to any section or schedule of this Agreement shall be deemed to be a disclosure with respect to all other sections or schedules to which the relevance of such disclosure is reasonably apparent. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

  • Incorporation of Exhibits, Annexes, and Schedules The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Commitments Exhibit A Form of Note Exhibit B-1 Form of Initial Funding Disbursement Request Exhibit B-2 Form of Subsequent Funding Request Exhibit B-3 Form of Invoice Disbursement Request Exhibit C Form of Direction Letter Exhibit D Form of Compliance Certificate Exhibit E Form of Legal Opinion of Xxxxxx & Xxxxxx, special counsel to the Borrower Exhibit F-1 Security Instruments Exhibit F-2 Form of Security Agreement Exhibit G Form of Assignment and Assumption Exhibit H Form of Conveyance of Overriding Royalty Interest Exhibit I Form of Warrant Agreement Exhibit J Form of Letter-in-Lieu Exhibit K Development Plan Exhibit L Form of Pledge Agreement Schedule 1.01 AFE Requirements Schedule 1.02 Approved Counterparties Schedule 8.05 Litigation Schedule 8.06 Environmental Matters Schedule 8.13 Insurance Schedule 8.15 Subsidiaries and Partnerships Schedule 8.17 Title to Properties Schedule 8.19 Gas Imbalances Schedule 8.20 Marketing Contracts Schedule 8.21 Swap Agreements Schedule 8.25 Material Agreements Schedule 8.30 Past Due Accounts Payable Schedule 9.02(e) Notice of Certain Events Schedule 9.18(b)(i) 3% Properties Schedule 9.18(b)(ii) 2% Properties Schedule 10.02 Debt Schedule 10.03 Excepted Liens Schedule 10.05 Investments Schedule 10.07 Leases Schedule 10.23 Net Sales Volumes

  • Schedules/Exhibits Any capitalized terms used in any Schedule or Exhibit to this Agreement but are not otherwise defined therein have the meanings set forth in this Agreement.

  • Exhibits and Schedules; Additional Definitions All Exhibits and Schedules attached to this Agreement are a part hereof for all purposes. Reference is hereby made to the Security Schedule for the meaning of certain terms defined therein and used but not defined herein, which definitions are incorporated herein by reference.

  • Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

  • ADDENDA AND EXHIBITS Attached hereto is an Addendum or Addenda consisting of Paragraph 49 through 52, and Exhibits A through A, all of which constitute a part of this Lease.

  • Annexes The Annexes form an integral part of this Agreement.

  • Headings, Schedules and Exhibits The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 1.1(R) - REAL PROPERTY SCHEDULE 1.1(V) - VENDOR LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.14 - INSURANCE SCHEDULE 6.1.15 - ERISA DISCLOSURES SCHEDULE 6.1.16 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1 - EXISTING INDEBTEDNESS SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWING BASE CERTIFICATE EXHIBIT 1.1(D) - DEPOSIT ACCOUNT CONTROL AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(M) - MORTGAGE EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of December 21, 2012 and is made by and among XXXXXXXXX ENERGY, INC., a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), STIFEL BANK & TRUST, in its capacity as syndication agent for the Lenders under this Agreement, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”). The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $50,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

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