Omnibus Instrument; Execution and Incorporation of Terms The parties to this Coordination Agreement will enter into this Coordination Agreement by executing the Omnibus Instrument. By executing the Omnibus Instrument, each party hereto agrees that this Coordination Agreement will constitute a legal, valid and binding agreement by and among the Trust, Principal Life, PFG, PFSI, the Custodian and the Indenture Trustee. All terms relating to the Trust or the Notes not otherwise included in this Coordination Agreement will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.
NOW THIS AGREEMENT WITNESSES Definitions
Vendor’s Resellers as Related to This Agreement Vendor’s Named Resellers (“Resellers”) under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor’s Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller. Support Requirements If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves the right to inspect any project and audit the awarded Vendor’s TIPS project files, documentation and correspondence related to the requesting TIPS Member’s order. If there are confidentiality requirements by either party, TIPS shall comply to the extent permitted by law. Incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response to same and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at xxxxx://xxxxxxxxxxx.xxxxx.xxx/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor’s letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 0000 Xxxxxxx 000 Xxxxx Xxxxxxxxx, XX,00000 And by an email sent to xxxx@xxxx-xxx.xxx Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: General Liability $1,000,000 each Occurrence/ Aggregate Automobile Liability $300,000 Includes owned, hired & non-owned Workers' Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability $1,000,000 When the Vendor or its subcontractors are liable for any damages or claims, the Vendor’s policy, when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A-; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips- xxx.xxx. Should a TIPS Member send an order directly to the Vendor, it is the Vendor’s responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award.
IN WITNESS OF WHICH the parties have executed this Agreement. ADDRESS FOR NOTICE THE TORONTO-DOMINION BANK, as Administration Agent The Toronto-Dominion Bank Corporate and Investment Banking By: /s/ authorized signatory 00 Xxxxxxxxxx Xxxxxx West, 38th Floor ------------------------------------ Toronto-Dominion Bank Tower Name: Toronto, Ontario Title: M5K 1A2 Attention: Vice President, Loan By: /s/ authorized signatory Syndications - Agency ------------------------------------ Facsimile: 000-000-0000 Name: Title: [SIGNATURE PAGE FOR CREDIT AGREEMENT DATED AS OF 19 JULY 2002 RELATING TO NORSKE XXXX CANADA LIMITED ET AL] ADDRESS FOR NOTICE THE TORONTO-DOMINION BANK, as Lender The Toronto-Dominion Bank TD Tower - Suite 660 By: /s/ authorized signatory 000 Xxxx Xxxxxxx Xxxxxx ---------------------------------- Xxxxxxxxx, XX Name: X0X 0X0 Title: Attention: Vice President, Corporate & By: /s/ authorized signatory Investment Banking ---------------------------------- Facsimile: 000-000-0000 Name: Title: [SIGNATURE PAGE FOR CREDIT AGREEMENT DATED AS OF 19 JULY 2002 RELATING TO NORSKE XXXX CANADA LIMITED ET AL] XXXXXXX XXX XXXXXX XXXXX XXXX XX XXXXXX ------------------ Royal Bank of Canada Corporate Credit By: /s/ authorized signatory Xxxxx 0000, Xxxx Xxxxx, ----------------------------------- 000 Xxxxxxx Xxxxxx Xxxxxx X. Derbyshire Vancouver, B.C. Managing Director, Global Banking V6C 3B1 Attention: Managing Director By: /s/ authorized signatory Facsimile: 000-000-0000 ----------------------------------- Xxxxxx Xxxx Associate [SIGNATURE PAGE FOR CREDIT AGREEMENT DATED AS OF 19 JULY 2002 RELATING TO NORSKE XXXX CANADA LIMITED ET AL] XXXXXXX XXX XXXXXX XXXXXXX XXXXX CAPITAL CANADA INC. Xxxxxxx Xxxxx Capital Canada Inc. 000 Xxx Xxxxxx 0xx Xxxxx By: /s/ authorized signatory Xxxxxxx, Xxxxxxx -------------------------------------- X0X 0X0 Name: Title: Attention: Xxxxxxx Xxxxx By: /s/ authorized signatory Facsimile: 000-000-0000 -------------------------------------- Name: Title: [SIGNATURE PAGE FOR CREDIT AGREEMENT DATED AS OF 19 JULY 2002 RELATING TO NORSKE XXXX CANADA LIMITED ET AL] XXXXXXX XXX XXXXXX XXX XXXX XX XXXX XXXXXX ------------------ The Bank of Nova Scotia By: /s/ authorized signatory 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx --------------------------------- Xxxxxxxxx, XX Name: V6B 4N7 Title:
NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
NOW THIS AGREEMENT WITNESSETH 1. Subject to the context the words and expressions used in this Agreement have the same meanings respectively as they have in and for the purpose of the Principal Agreement.
IN WITNESS OF the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. ATTEST: OSMOTICS CORPORATION ____________________ By:_______________________________________ Secretary Name: Xxxxxx X. Xxxxxx TITLE: CHIEF EXECUTIVE OFFICER NATIONAL SECURITIES CORPORATION By:_______________________________________ Name: Xxxxxx X. Xxxxxxxxx TITLE: CHAIRMAN EXHIBIT A [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] THE REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE REPRESENTATIVE'S WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, ____________, 2002 Representative's Warrant No. _____ ____ Shares of Common Stock WARRANT CERTIFICATE This Warrant Certificate certifies that ________, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from ____________, 1998 until 5:30 p.m., New York time on ____________, 2002 ("Expiration Date"), up to ____ shares of fully-paid and non-assessable common stock, no par value ("Common Stock") of Osmotics Corporation, a Delaware corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events, of $____ per Share [120% of initial offering price per Share] (the "Exercise Price") upon surrender of this Representative's Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Representative's Warrant Agreement dated as of ____________, 1997 among the Company and National Securities Corporation (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Representative's Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Representative's Warrant evidenced by this Warrant Certificate are part of a duly authorized issue of Representative's Warrant issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Representative's Warrant. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Representative's Warrant; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Representative's Warrant shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Representative's Warrant evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered unexercised Representative's Warrant. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.
Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.
No Agreement Until Executed Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s organizational documents, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.
Terminating this Agreement You can terminate this Agreement at any time by notifying us in writing and by discontinuing the use of your Logon ID. We can also terminate this Agreement and revoke access to Online Banking at any time. Whether you terminate the Agreement or we terminate the Agreement, the termination will not affect your obligations under this Agreement, even if we allow any transaction to be completed with your Logon ID after this Agreement has been terminated.
