Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or
Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.
Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.
Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor. In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54). Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for the State of Vermont and subcontracts for work performed in the State of Vermont: Section 10 (“False Claims Act”); Section 11 (“Whistleblower Protections”); Section 12 (“Location of State Data”); Section 14 (“Fair Employment Practices and Americans with Disabilities Act”); Section 16 (“Taxes Due the State”); Section 18 (“Child Support”); Section 20 (“No Gifts or Gratuities”); Section 22 (“Certification Regarding Debarment”); Section 30 (“State Facilities”); and Section 32.A (“Certification Regarding Use of State Funds”).
Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.
Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.
Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.
Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7
Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.
Superseded Agreements This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreements: FTS1 37824 DELTA NATURAL GAS CO., INC. By: /s/Axxx X. Xxxxx Name: Axxx X. Xxxxx Title: Vice President – Operations and Engineering Date: September 30, 1994 COLUMBIA GULF TRANSMISSION COMPANY By: /s/ S. X. Xxxxxxx Name: S. X. Xxxxxxx Title: Vice President Date: 10/11/94 Appendix A to Service Agreement No. 43827 Revision No. 2 Under Rate Schedule FTS-1 Between (Transporter) Columbia Gulf Transmission Company and (Shipper) Delta Natural Gas Company, Inc., Sxxxxxx Division Transportation Demand Begin Date End Date Transportation Demand Dth/day Recurrence Interval November 1, 1994 October 31, 2010 860 1/1 – 12/31 November 1, 2010 October 31, 2015 860 1/1 – 12/31 Primary Receipt Points Begin Date End Date Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/Day) Recurrence Interval November 1, 1994 October 31, 2010 2700010 CGT – Rayne 860 1/1 – 12/31 November 1, 2010 October 31, 2015 2700010 CGT – Rayne 860 1/1 – 12/31 Primary Delivery Points Begin Date End Date Measuring Point No. Measuring Point Name Maximum Daily Quantity (Dth/Day) Recurrence Interval November 1, 1994 October 31, 2010 801 Gulf - Lxxxx 860 1/1 – 12/31 Appendix A to Service Agreement No. 43827 Revision No. 2 Under Rate Schedule FTS-1 Between (Transporter) Columbia Gulf Transmission Company and (Shipper) Delta Natural Gas Company, Inc., Sxxxxxx Division The Master List of Interconnects (MLI) as defined in Section 1 of the General Terms and Conditions is incorporated herein by reference for purposes of listing valid secondary interruptible receipt points and delivery points. _____ Yes __X__ No (Check applicable blank) Transporter and Shipper have mutually agreed to a Regulatory Restructuring Reduction Option pursuant to Section 34 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) Shipper has a contractual right of first refusal equivalent to the right of first refusal set forth from time to time in Section 4 of the General Terms and Conditions of Transporter's FERC Gas Tariff. _____ Yes __X__ No (Check applicable blank) All gas shall be delivered at existing points of interconnection within the Maximum Daily Quantity, as applicable, set forth in Transporter's currently effective Rate Schedule FTS-1 Appendix A with Shipper, which for such points set forth are incorporated by reference. _____ Yes __X__ No (Check applicable blank) This Service Agreement covers interim capacity sold pursuant to the provisions of General Terms and Conditions Section 4.2(j). Right of first refusal rights, if and, applicable to this interim capacity are limited as provided for in General Terms and Conditions Section 4.2(j). CANCELLATION OF PREVIOUS APPENDIX A Service changes pursuant to this Appendix A, Revision No. 2 shall commence as of November 01, 2010. This Appendix A, Revision No. 2 shall cancel and supersede the previous Appendix A, Revision No. 1 to the Service Agreement dated November 01, 1994. With the exception of this Appendix A, Revision No. 2, all other terms and conditions of said Service Agreement shall remain in full force and effect. Delta Natural Gas Company, Inc., Sxxxxxx Division Columbia Gulf Transmission, LLC By: Sxxxxxx Xxxx By: Mxxx Xxxxx Its: Agent Its: Director Commercial Services Date: April 28, 2010 Date: April 27, 2010 SERVICE AGREEMENT NO. 43828 CONTROL NO. 1994-07-02 – 0041 FTS 1 SERVICE AGREEMENT THIS AGREEMENT, made and entered into this 4th day of October, 1994, by and between: COLUMBIA GULF TRANSMISSION COMPANY ("TRANSPORTER") AND DELTA NATURAL GAS CO., INC. ("SHIPPER")