Heretofore all teachers who were affected by the buyout shall retain accumulated sick leave in excess of the number of days bought out, if any, and all teachers will continue to accrue sick leave in accordance with sick leave provisions in this Contract. Only in the event a teacher exhausts all of his/her accumulated sick leave and personal leave and needs additional sick leave, will he/she be able to use his/her bought out sick leave days.
Heretofore. Borrowers executed and delivered that certain Commercial Loan and Security Agreement (Revolving Draw Loan) (the “Loan Agreement”), dated November 30, 2009, pertaining to and securing the Note.
Heretofore the Government has made, entered into, and delivered a certain Commitment to Guarantee Note (the "Commitment"), dated January 28, 1988, as amended on November 15, 1988, the Commitment to Guarantee Note executed on November 22, 1988, and further amended by an Approval Letter dated January 22, 1998, and such Commitment has been accepted by Omega Protein, Inc., formerly Xxxxxx Protein (USA), Inc., (the "Payor"). The Guarantor is advised that the Commitment contemplates the issuance of an obligation in the amount of $668,399.00 by the Payor to Hibernia National Bank (the "Payee") which will be guaranteed by the Government (the "Guaranteed Note"). The consideration for the Guaranteed Note is a loan from the Payee to the Payor. The Commitment also contemplates the issuance of a promissory note by the Payor (the "Note") which will be secured by a Deed of Trust and Security Agreement (the "Deed of Trust and Security Agreement"), a First Preferred Ship Mortgage on the fishing vessel GRAND CALLIOU, Official Number 509018 (the "Ship Mortgage"), and UCC Security Interests from the Payor to the Government to be executed and delivered by the Payor to the Government. The consideration for the Note, Deed of Trust and Security Agreement, Ship Mortgage and UCC Security Interests is the Government's guarantee contained in the Guaranteed Note. The Guarantor understands that the Government is unwilling to enter into the aforementioned transaction unless payment pursuant to the Note, Deed of Trust and Security Agreement and Ship Mortgage shall be guaranteed unconditionally by the Guarantor. This Guaranty Agreement is executed and delivered by the Guarantor in order to induce the Government to enter into the aforementioned transaction with the Payor and Payee.
Heretofore. Lender and Borrowers have executed that certain Second Modification Agreement (the “Second Modification Agreement”), dated November 30, 2010, modifying the Note, the Loan Agreement, the Deed of Trust and all other documents evidencing, securing or pertaining to the Loan, as specifically set forth in the Second Modification Agreement.
Heretofore. Consultant has provided valuable services to the Company in connection with the Company's search for a chief financial officer ("CFO") and provided assistance to the Company in connection with its ultimate engagement of Xxxx Xxxxxxxxx as CFO.
Heretofore the Issuer and the Company did agree that the Issuer would finance the Project Costs. The Company has estimated that the Project Costs would not be less than $7,000,000.
Heretofore the Borrower and the Lender have entered into that certain Committed Master Repurchase Agreement, dated as of March 28, 1996 (the "Existing Agreement"), pursuant to which the Borrower pledged to the Lender certain Securities. The Borrower and the Lender are entering into this Loan Agreement, which supersedes the Existing Agreement and is a continuation of the agreement set forth therein, as amended and modified herein. The Borrower has requested that the Lender from time to time make revolving credit loans to it to finance certain Securities (as defined below), and the Lender is prepared to make such loans upon the terms and conditions hereof. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Heretofore. Cypress and SunPower have conducted their businesses separately.
Heretofore. PayEase and Loyalty Alliance have conducted their businesses separately.
Heretofore. All of the Borrower's obligations, indebtedness and liabilities to the Bank as evidenced by or otherwise arising under the Financing Documents, except as otherwise expressly modified in this Agreement, are, by the Borrower's execution of this Agreement, ratified and confirmed in all respects by the Borrower. In addition, by the Borrower's execution of this Agreement, the Borrower represents and warrants that no counterclaim, right of set-off or defense of any kind exists or is outstanding with respect to such obligations, indebtedness and liabilities. The Borrower acknowledges that the security interests and liens created by the New Security Agreement and/or the Mortgage (as amended by the Mortgage Amendment) run in favor of the Bank and constitute valid liens on the Collateral (as defined in the New Security Agreement) and the Mortgaged Premises (as defined in the Mortgage) and the Borrower agrees that the Borrower shall take no action to impair or invalidate said security interests and liens. The Borrower acknowledges that the obligations secured by such security interests and liens include, without limitation, the Facility One Term Note, the Facility Two Term Note, the Facility Three Term Note and the Letter Agreement (as affected by this Agreement).
