Incorporated Sample Clauses

Incorporated. In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.
Incorporated. Notwithstanding any provision of the Standard Terms to the contrary, any sale of the Securities shall be conducted by and through the Selling Agent and not the Trustee.
Incorporated. By: --------------------------------------------------------- Authorized Signatory UBS SECURITIES LLC By: --------------------------------------------------------- Authorized Signatory By: --------------------------------------------------------- Authorized Signatory *Signature Page to Distribution Agreement, Part 3 of 4* WACHOVIA CAPITAL MARKETS, LLC By: --------------------------------------------------------- Authorized Signatory *Signature Page to Distribution Agreement, Part 4 of 4* Index of Exhibits and Schedules Exhibits Exhibit A - Opinion of Internal Counsel for the Company Exhibit B - Negative Assurance Letter of Counsel for the Company Exhibit C - Opinion of Counsel for the Company Concerning Certain Insolvency, Funding Agreement Authority and Funding Agreement Enforceability Matters Exhibit D - Opinion of Counsel for the Company Concerning Certain Illinois Security Interest Matters Exhibit E - Opinion of Counsel for the Company Concerning Certain Federal Securities and New York Matters Exhibit F - Opinion of Counsel for the Company Concerning Certain Tax Matters Exhibit G - Memorandum of Counsel for the Company Concerning Certain Insurance Matters Exhibit H - Negative Assurance Letter of Counsel for the Agents Exhibit I - Opinion of Counsel for the Global Funding Delaware Trustee and the Relevant Issuing Trust Trustee Exhibit J - Opinion of Counsel for Global Funding Administrator and the Issuing Trust Administrator Exhibit K - Opinion of Counsel for the Indenture Trustee Exhibit L - Opinion of Counsel for Global Funding and the relevant Issuing Trust Concerning Certain Delaware Security Interest Matters Exhibit M - Opinion of Counsel for Global Funding Exhibit N - Opinion of Counsel for the relevant Issuing Trust Exhibit O - Form of Comfort Letter of Deloitte & Touche LLP, Accountants to the Company Exhibit P - Form of Agent Accession Letter Schedules Schedule 1 - List of Agents Schedule 2 - Commission/Discount Schedule for Retail Sales Schedule 3 - Commission/Discount Schedule for Institutional Sales Exhibit A - Opinion of Internal Counsel for the Company [To Be Attached]
Incorporated. By: ------------------------------------- Title:
Incorporated herein and made a part of this Agreement by reference as part of the IPPA is the Program of Requirements which defines the physical and environmental parameters for each Individual Project and establishes the design objectives and criteria. No deviations from the Program of Requirements shall be allowed without written approval for change, in the form of a Design Phase Change Order executed by the Owner and Engineer.
Incorporated. By: --------------------------------- Name: Title:
Incorporated. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the Selling Shareholders and such control persons of any Selling Shareholders, such firm shall be designated in writing by the persons named as attorneys in fact for the Selling Shareholders under the Powers of Attorney. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.
Incorporated. The Company shall not be liable for any settlement of any litigation or proceeding effected without their written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Company agrees, subject to the provisions of this Section 10, to indemnify the Indemnified Person from and against any loss, damage, liability or expenses by reason of such settlement or judgment. The Company agrees to notify you promptly of the assertion of any claim in connection with the Consent Solicitation against either of them, any of their respective officers or directors or any person who controls either of them within the meaning of Section 20(a) of the Securities Exchange Act of 1934, as amended. To the extent the indemnity provided for in the foregoing paragraphs of this Section 10 is unavailable to an Indemnified Person in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Company agrees to contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by you, on the other, from the Consent Solicitation or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing clause (i), but also the relative fault of the Company, on the one hand, and of you, on the other, in connection with the statements, actions or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and by you, on the other, shall be deemed in the same proportion as (i) the maximum aggregate value of the consideration proposed to be paid by the Company for consent payments pursuant to the Consent Solicitation bears to (ii) the maximum aggregate fee proposed to be paid to you pursuant to Section 4. The relative fault of the Company, on the one hand, and of you, on the other, (i) in the case of an untrue or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact, shall be determined by reference to, among other things, whether such statement or omission relates to information supplied by the Company or by you a...
Incorporated. By: ---------------------------------- Name: Ed H. Bowman, Jr. Title: President and Chief Executive Officer Dated: May 19, 1999 EXERCISE FORM (To be executed upon exercise of this Warrant) The undersigned, the record holder of this Warrant, hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase __________ of the Warrant Shares and herewith tenders payment for such Warrant Shares to the order of F.Y.I. INCORPORATED, in the amount of $_______ in accordance with the terms of this Warrant. The undersigned requests that a certificate for such Warrant Shares be registered in the name of _________________________________ and that such certificate be delivered to _________________________ whose address is ______________________________________________. Date _________________ Signature _________________________