Common use of Page Clause in Contracts

Page. 7.3 Surrender of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY

Appears in 3 contracts

Sources: Ground Lease (Clean Energy Fuels Corp.), Ground Lease (Clean Energy Fuels Corp.), Ground Lease (Clean Energy Fuels Corp.)

Page. 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Surrender Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of the Premises 19 ARTICLE Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 NEGATIVE COVENANTS 37 8.1 Plans Nature of Business 37 8.2 Consolidation and Specifications 19 8.2 Construction Merger 37 8.3 Sale or Lease of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 Assets 38 8.4 Relocation of Utilities 20 Limitation on Liens 38 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE Fiscal Year 38 SECTION 9. DESTRUCTION 22 EVENTS OF DEFAULT 39 9.1 Obligation to Rebuild 22 Events of Default 39 9.2 No Abatement Acceleration; Remedies. 41 9.3 Allocation of Rent 23 ARTICLE Payments After Event of Default 42 SECTION 10. CONDEMNATION 23 AGENCY PROVISIONS 42 10.1 Rights 23 Appointment 42 10.2 Total Taking 23 Delegation of Duties 43 10.3 Substantial Taking 23 Exculpatory Provisions 43 10.4 Possession Following Reliance on Communications 44 10.5 Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 Default 44 10.6 Partial Taking 24 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Taking for Temporary Use 24 Indemnification 45 10.8 Remediation Obligations 24 Administrative Agent in Its Individual Capacity 45 10.9 Sole and Exclusive Remedies 24 ARTICLE Successor Administrative Agent 46 SECTION 11. LESSEE'S DEFAULT 24 MISCELLANEOUS 46 11.1 Lessee's Default Defined 24 Notices 46 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination Cumulative 50 11.5 Payment of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesExpenses, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of this document have been redacted Indemnification and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of Lessee 33 17.2 Representations and Warranties SPVs 54 Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices Exhibit 2.1(b) Form of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder Competitive Bid Request Exhibit 2.2(a) Form of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender Notice of Lease Not Merger 36 19.9 Entire Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the Premises Exhibit "B" Easements above, individually, a “Borrower” and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for Water Services Exhibit "E-2" Quantity the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and Conditions for OnBARCLAYS BANK PLC and CITIBANK, N.A., as Co-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the CommissionDocumentation Agents. Exhibit 10.25 EXECUTION COPYThe parties hereto hereby agree as follows:

Appears in 3 contracts

Sources: 364 Day Credit Agreement (Dominion Resources Inc /Va/), 364 Day Credit Agreement (Virginia Electric & Power Co), 364 Day Credit Agreement (Consolidated Natural Gas Co/Va)

Page. 7.3 Surrender Non-competition and Non-solicitation of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans Employees and Specifications 19 8.2 Construction Customers 32 Section 5.11 Further Assurances 33 Section 5.12 Transfer Taxes 33 Section 5.13 Accounts 33 Section 5.14 Assignment of LNG Facility 19 8.3 Insurance Covering LesseePre-Closing Proceedings 33 Section 5.15 Public Deal Proceedings 34 Section 5.16 Financing 34 Section 5.17 Affiliate Transactions 38 Section 5.18 Intellectual Property License 38 Section 5.19 Discontinuance of Use of Names 39 Section 5.20 Conduct 39 Section 5.21 Transaction Documents 39 Section 5.22 Commercial Agreements 39 Article VI Conditions Precedent 40 Section 6.1 Conditions to Each Party's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement Effect the Sale and Assumption 40 Section 6.2 Conditions to Obligations of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice Seller 40 Section 6.3 Conditions to Obligations of Taking 23 10.5 Apportionment for Award IDB Buyer 41 Article VII Termination 42 Section 7.1 Termination 42 Section 7.2 Effect of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Termination 43 Article VIII Survival; Indemnification 43 Section 8.1 Survival 43 Section 8.2 Indemnification 43 Section 8.3 Certain Limitations on Indemnification 46 Section 8.4 Mitigation 46 Section 8.5 Pledge Agreement 46 Section 8.6 Contribution 47 Section 8.7 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 Remedy 47 Article IX General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted Provisions 48 Section 9.1 Notices 48 Section 9.2 Interpretation 48 Section 9.3 Counterparts; Effectiveness 49 Section 9.4 Entire Agreement; Third Party Beneficiaries 49 Section 9.5 Severability 49 Section 9.6 Assignment 49 Section 9.7 Amendment 50 Section 9.8 Extension; Waiver 50 Section 9.9 Governing Law and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of TransferVenue; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay Jury Trial 50 Section 9.10 Enforcement 51 Section 9.11 JPI and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 New JPI Guaranty 52 Section 9.12 CME Guaranty 52 Exhibit A Escrow Agreement Exhibit B IDB Market Data Service Agreement Exhibit C Commercial Agreements Exhibit D Pledge Agreement Exhibit E Transition Services Agreement Exhibit F Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire GFI Exhibit G Intercreditor Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYii PURCHASE AGREEMENT

Appears in 2 contracts

Sources: Purchase Agreement (Jersey Partners Inc.), Purchase Agreement (Jersey Partners Inc.)

Page. Section 6.16 ▇▇▇▇▇▇ 27 Section 6.17 Leases 27 Section 6.18 Records and Information 27 Section 6.19 Financial Statements 27 Section 6.20 Investor Status 27 Section 6.21 Securities Risks 27 Section 6.22 Independent Evaluation of Investment 28 Section 6.23 Purchaser Information 28 Section 6.24 No Review 28 Section 6.25 Disclosures and Schedules 28 ARTICLE VII BUYER’S REPRESENTATIONS 29 Section 7.1 Organization 29 Section 7.2 Capitalization of Earthstone 29 Section 7.3 Surrender Authority Relative to This Agreement 30 Section 7.4 Noncontravention 30 Section 7.5 Governmental Approvals 30 Section 7.6 Legal Proceedings 30 Section 7.7 Brokerage Fees 31 Section 7.8 Fairness Opinion 31 Section 7.9 NYSE Listing 31 Section 7.10 SEC Filings 31 Section 7.11 Securities Laws 31 Section 7.12 Investment Company Status 31 Section 7.13 Controls and Procedures 32 Section 7.14 Absence of Certain Changes 32 Section 7.15 Financial Resources 32 Section 7.16 No Additional Representations 32 ARTICLE VIII PRE-CLOSING COVENANTS 32 Section 8.1 Covenants and Agreements of Seller 32 Section 8.2 Covenants and Agreements of Buyer 35 Section 8.3 Covenants and Agreements of the Premises 19 Parties 35 Section 8.4 Casualty Losses 36 Section 8.5 Preparation of Proxy Statement; Stockholder Meeting 36 Section 8.6 Required Financial Information 37 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction IX TAX MATTERS 38 Section 9.1 Apportionment of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Property Taxes 38 Section 9.2 Apportionment of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 Severance Taxes 38 Section 9.3 True-up for Certain Asset Taxes 38 Section 9.4 Tax Returns 38 Section 9.5 Refunds 39 Section 9.6 Income Taxes 39 Section 9.7 Transfer Taxes 39 Section 9.8 Allocations for Federal Income Tax Purposes 39 Section 9.9 Post-Closing Tax Matters 40 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 X CONDITIONS PRECEDENT TO CLOSING 41 Section 10.1 Seller’s Conditions Precedent 41 Section 10.2 Buyer’s Conditions Precedent 42 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. XI RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing TERMINATION AND ABANDONMENT 43 Section 11.1 Termination 43 Section 11.2 Remedies 44 ARTICLE XII CLOSING 46 Section 12.1 Date of Transfer; Change Closing 46 Section 12.2 Time and Place of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 Closing 46 Section 12.3 Closing Obligations 46 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension XIII POST-CLOSING COVENANTS 47 Section 13.1 Post-Closing Adjustments 47 Section 13.2 Records 49 Section 13.3 Name Changes 49 Section 13.4 Improper or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYUnintended Transfers 49 Section 13.5 Further Assurances 49

Appears in 1 contract

Sources: Purchase and Sale Agreement (Earthstone Energy Inc)

Page. 7.3 Surrender DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Accounting Terms 24 1.3 Uniform Commercial Code 24 1.4 Certain Matters of the Premises 19 ARTICLE 8Construction 24 Section 2. CONSTRUCTION ACTIVITIES CREDIT FACILITIES 25 2.1 Term Loans 25 2.1.1 Term A Loans 25 2.1.2 Term Notes 25 2.1.3 Use of Proceeds 25 2.1.4 Prepayments 25 Section 3. INTEREST AND ALTERATIONS 19 8.1 Plans CHARGES 26 3.1 Rates and Specifications 19 8.2 Construction Payment of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Interest 26 3.2 Computation of Utilities 20 8.5 Personal Property 20 8.6 Liens Interest and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9Yield Protection 26 3.3 Reimbursement Obligations 26 3.4 Capital Adequacy 27 3.5 Mitigation 27 3.6 Maximum Interest 27 Section 4. DESTRUCTION 22 9.1 LOAN ADMINISTRATION 28 4.1 Borrower Representative 28 4.2 One Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 4.3 Effect of Force Majeure Events Termination 28 Section 5. PAYMENTS 29 5.1 General Payment Provisions 29 5.2 Payment of Other Obligations 29 5.3 Marshaling; Payments Set Aside 29 5.4 Post-Default Allocation of Payments 29 5.4.1 Allocation 29 5.4.2 Erroneous Application 30 5.5 Loan Account 30 5.6 Taxes 30 5.6.1 Payments Free of Taxes 30 5.6.2 Payment 30 5.6.3 Refunds 31 5.7 Lender Tax Information 31 5.7.1 Status of Lenders 31 5.7.2 Documentation 31 5.7.3 Lender Obligations 32 16.2 Certain Delays not Excused 5.8 Nature and Extent of Each Borrower’s Liability 32 5.8.1 Joint and Several Liability 32 5.8.2 Waivers 33 16.3 Notice 5.8.3 Extent of Force Majeure Events 33 16.4 Period Liability; Contribution 34 5.8.4 Joint Enterprise 34 5.8.5 Subordination 34 Section 6. CONDITIONS PRECEDENT 35 6.1 Conditions Precedent 35 Section 7. COLLATERAL 36 7.1 Security Reaffirmation 36 7.2 Administration of Suspension or Delay Accounts 36 7.3 Administration of Inventory 37 7.3.1 Records and Mitigation 33 ARTICLE 17Reports of Inventory 37 7.3.2 Returns of Inventory 37 7.3.3 Acquisition, Sale and Maintenance 37 7.4 [Intentionally Omitted] 37 7.5 Administration of Deposit Accounts and Securities Accounts 37 7.6 General Provisions 38 7.6.1 Location of Collateral 38 7.6.2 Insurance of Collateral 38 Section 8. REPRESENTATIONS AND WARRANTIES 33 17.1 39 8.1 General Representations and Warranties 39 8.1.1 Organization and Qualification 39 8.1.2 Power and Authority 39 8.1.3 Enforceability 39 8.1.4 Capital Structure 39 8.1.5 Corporate Names; Locations 39 8.1.6 Title to Properties; Priority of Lessee 33 17.2 Representations Liens 40 8.1.7 Financial Statements 40 8.1.8 Surety Obligations 40 8.1.9 Taxes 40 8.1.10 Brokers 41 8.1.11 Intellectual Property 41 8.1.12 Governmental Approvals 41 8.1.13 Compliance with Laws 41 8.1.14 Compliance with Environmental Laws 41 8.1.15 Burdensome Contracts 42 8.1.16 Litigation 42 8.1.17 No Defaults 42 8.1.18 ERISA 42 8.1.19 Trade Relations 42 8.1.20 Labor Relations 43 8.1.21 Payable Practices 43 8.1.22 Not a Regulated Entity 43 8.1.23 Margin Stock 43 8.1.24 Plan Assets 43 8.1.25 Immaterial Subsidiaries 43 8.1.26 Patriot Act 43 8.1.27 OFAC 43 8.1.28 Nature of Business 44 8.1.29 Material Contracts 44 8.1.30 No Bankruptcy Filing 44 8.2 Complete Disclosure 44 Section 9. COVENANTS AND CONTINUING AGREEMENTS 44 9.1 Affirmative Covenants 44 9.1.1 Inspections 44 9.1.2 Financial and Warranties Other Information 45 9.1.3 Notices 47 9.1.4 Landlord and Storage Agreements 47 9.1.5 Compliance with Laws 48 9.1.6 Taxes 48 9.1.7 Insurance 48 9.1.8 Licenses 48 9.1.9 Future Subsidiaries 48 9.1.10 Additional Guarantors 49 9.1.11 Preservation of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18Existence, Etc. JOINDER 35 18.1 Joinder 49 9.1.12 Keeping of CE Construction 35 ARTICLE 19Records and Books of Account 49 9.1.13 Maintenance of Properties, Etc. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 49 9.1.14 Obtaining of Permits, Etc. 49 9.1.15 Further Assurances 49 9.2 Negative Covenants 50 9.2.1 Permitted Debt 50 9.2.2 Permitted Liens 51 9.2.3 [Intentionally Omitted] 52 9.2.4 Distributions; Upstream Payments 52 9.2.5 Restricted Investments 53 9.2.6 Disposition of Assets 53 9.2.7 Loans; Extensions of Credit 53 9.2.8 Restrictions on Payment of Certain Debt 53 9.2.9 Fundamental Changes 53 9.2.10 Subsidiaries 54 9.2.11 Organic Documents 54 9.2.12 Tax Consolidation 54 9.2.13 Accounting Changes 54 9.2.14 Restrictive Agreements 54 9.2.15 Hedging Agreements 54 9.2.16 Conduct of Business 54 9.2.17 Affiliate Transactions 54 9.2.18 Plans 55 9.2.19 Amendments to the Indenture, Convertible Debenture, the Convertible Debenture Agreement, the Indenture Guaranty, the Convertible Debenture Guaranty, Revolver Agreement or Subordinated Debt 55 9.2.20 Immaterial Subsidiaries 55 9.2.21 Fixed Charge Coverage Ratio 56 9.2.22 Federal Reserve Regulations 56 9.2.23 Investment Company Act of 1940 56 9.2.24 2009 Debenture Intercreditor Agreement 56 Section 10. EVENTS OF DEFAULT; REMEDIES ON DEFAULT 56 10.1 Events of Default 56 10.2 Remedies upon Default 58 10.3 License 59 10.4 Setoff 59 10.5 Remedies Cumulative; No Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender 60 10.5.1 Cumulative Rights 60 10.5.2 Waivers 60 Section 11. COLLATERAL AGENT 60 11.1 Appointment, Authority and Duties of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is Collateral Agent 60 11.1.1 Appointment and Authority 60 11.1.2 Duties 61 11.1.3 Collateral Agent Professionals 61 11.1.4 Instructions of Essence 37 19.14 Required Lenders 61 11.2 Agreements Regarding Collateral and Field Examination Reports 61 11.2.1 Lien Releases; Care of Collateral 61 11.2.2 Possession of Collateral 62 11.2.3 Reports 62 11.3 Reliance By Collateral Agent 62 11.4 Action Upon Default 62 11.5 Ratable Sharing 63 11.6 Indemnification of Agent Indemnitees 63 11.6.1 Indemnification 63 11.6.2 Proceedings 64 11.7 Limitation on Responsibilities of Collateral Agent 64 11.8 Successor Agent and Co-Agents 64 11.8.1 Resignation; Successor Collateral Agent 64 11.8.2 Separate Collateral Agent 65 11.9 Due Diligence and Non-Reliance 65 11.10 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYThird Party Beneficiaries 65 11.11 Collateral Agent in its Individual Capacity 66

Appears in 1 contract

Sources: Term Loan Agreement (Apparel Holding Corp.)

Page. 7.3 Surrender of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 SECTION 4.1 Representations and Warranties of Lessee 33 17.2 Representations the SPV and Warranties the Initial Master Servicer 48 ARTICLE V CONDITIONS PRECEDENT 55 SECTION 5.1 Conditions Precedent to Closing 55 SECTION 5.2 Conditions Precedent to All Investments, Reinvestments and Letters of Lessor 34 17.3 Acknowledgment 34 Credit 57 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey VI COVENANTS 58 SECTION 6.1 Affirmative Covenants of the Premises Exhibit "B" Easements SPV and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Master Servicer 58 SECTION 6.2 Negative Covenants of the SPV and Master Servicer 64 SECTION 6.3 Affirmative Covenant of Ashland; Deemed Financial Covenants 66 ARTICLE VII ADMINISTRATION AND COLLECTIONS 67 SECTION 7.1 Appointment of Master Servicer 67 SECTION 7.2 Duties of Master Servicer 68 SECTION 7.3 Blocked Account Arrangements 69 SECTION 7.4 Enforcement Rights 70 SECTION 7.5 Master Servicer Default 70 SECTION 7.6 Servicing Fee 72 SECTION 7.7 Protection of Ownership Interest of the Investors 72 ARTICLE VIII TERMINATION EVENTS 73 SECTION 8.1 Termination Events 73 SECTION 8.2 Termination 75 ARTICLE IX INDEMNIFICATION; EXPENSES; RELATED MATTERS 76 SECTION 9.1 Indemnities by the SPV 76 SECTION 9.2 Indemnities by the Master Servicer 78 SECTION 9.3 Indemnity for Taxes, Reserves and Expenses 79 SECTION 9.4 Taxes 82 SECTION 9.5 Other Costs and Expenses; Breakage Costs 84 ARTICLE X THE AGENT 85 SECTION 10.1 Appointment and Authorization of Agent 85 SECTION 10.2 Delegation of Duties 86 SECTION 10.3 Liability of Agents and Managing Agents 86 SECTION 10.4 Reliance by Agent 86 SECTION 10.5 Notice of Termination Event, Potential Termination Event or Master Servicer Default 87 SECTION 10.6 Credit Decision; Disclosure of Information by the Agent 87 SECTION 10.7 Indemnification of the Agent 88 SECTION 10.8 Agent in Individual Capacity 88 SECTION 10.9 Resignation of Agents 88 SECTION 10.10 Payments by the Agent 89 ARTICLE XI MISCELLANEOUS 89 SECTION 11.1 Term of Agreement 89 SECTION 11.2 Waivers; Amendments 89 SECTION 11.3 Notices; Payment Information 90 SECTION 11.4 Governing Law; Submission to Jurisdiction; Appointment of Service Agent 91 SECTION 11.5 Integration 91 SECTION 11.6 Severability of Provisions 91 SECTION 11.7 Counterparts; Facsimile Delivery 91 SECTION 11.8 Successors and Assigns; Binding Effect 92 SECTION 11.9 Waiver of Confidentiality 95 SECTION 11.10 Confidentiality Agreement 96 SECTION 11.11 Conduit Investor Provisions 96 SECTION 11.12 No Recourse 96 SECTION 11.13 No Proceedings; Limitations on Payments 97 Schedule for Water Services Exhibit "E-2" Quantity I Yield and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Rate Periods Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" II Calculation of LNG Discount Exhibit "K" Terms Required Reserves Schedule III Settlement Procedures Schedule 4.1(d) Perfection Representations, Warranties and Conditions for On-Site Fueling Station Exhibit "L" Removal Covenants Schedule 4.1(g) List of Actions and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYSuits

Appears in 1 contract

Sources: Transfer and Administration Agreement (Ashland Inc.)

Page. 7.3 Surrender SECTION 1. AUTHORIZATION OF NOTES 1 SECTION 2. SALE AND PURCHASE OF NOTES 1 SECTION 3. CLOSING 1 SECTION 4. CONDITIONS TO CLOSING 2 Section 4.1 Representations and Warranties 2 Section 4.2 Performance; No Default 2 Section 4.3 Compliance Certificates 2 Section 4.4 Opinions of the Premises 19 ARTICLE 8Counsel 2 Section 4.5 Purchase Permitted by Applicable Law, Etc. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans 2 Section 4.6 Related Transactions 3 Section 4.7 Payment of Special Counsel Fees 3 Section 4.8 Private Placement Number 3 Section 4.9 Changes in Corporate Structure 3 Section 4.10 Funding Instructions 3 Section 4.11 Proceedings and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17Documents 3 SECTION 5. REPRESENTATIONS AND WARRANTIES 33 OF THE COMPANY 3 Section 5.1 Organization; Power and Authority 3 Section 5.2 Authorization, Etc. 4 Section 5.3 Disclosure 4 Section 5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates 4 Section 5.5 Financial Statements 5 Section 5.6 Compliance with Laws, Other Instruments, Etc. 5 Section 5.7 Governmental Authorizations, Etc. 5 Section 5.8 Litigation; Observance of Agreements, Statutes and Orders 6 Section 5.9 Taxes 6 Section 5.10 Title to Property; Leases 6 Section 5.11 Licenses, Permits, Etc. 6 Section 5.12 Compliance with ERISA 7 Section 5.13 Private Offering by the Company 8 Section 5.14 Use of Proceeds; Margin Regulations 8 Section 5.15 Existing Debt; Future Liens 8 Section 5.16 Foreign Assets Control Regulations, Etc. 9 Section 5.17 Status under Certain Statutes 9 Section 5.18 Investment Company Act 9 Section 5.19 Environmental Matters 10 Section 5.20 Notes Rank Pari Passu 10 Section 5.21 Credit and Collection Policy 10 SECTION 6. REPRESENTATIONS OF THE PURCHASERS 10 Section 6.1 Purchase for Investment 10 Section 6.2 Source of Funds 11 Section 6.3 Accredited Investor 11 SECTION 7. INFORMATION AS TO COMPANY 11 Section 7.1 Financial and Business Information 11 Section 7.2 Officer’s Certificate 13 Section 7.3 Inspection 14 SECTION 8. PREPAYMENT OF THE NOTES 14 Section 8.1 Required Prepayments 14 Section 8.2 Optional Prepayments 14 Section 8.3 Allocation of Partial Prepayments 15 Section 8.4 Maturity; Surrender, Etc. 15 Section 8.5 Purchase of Notes 15 Section 8.6 [Reserved] 15 SECTION 9. AFFIRMATIVE COVENANTS 16 Section 9.1 Compliance with Law 16 Section 9.2 Insurance 16 Section 9.3 Maintenance of Properties 16 Section 9.4 Payment of Taxes and Claims 16 Section 9.5 Corporate Existence, Etc. 17 Section 9.6 Credit and Collection Policy 17 SECTION 10. NEGATIVE COVENANTS 17 Section 10.1 Minimum Consolidated Tangible Net Worth 17 Section 10.2 Interest Charges Coverage Ratio 17 Section 10.3 Limitation on Debt 17 Section 10.4 Available Asset Coverage 17 Section 10.5 Merger, Consolidation and Sale of Assets, Etc. 18 Section 10.6 Nature of Business 20 Section 10.7 Transactions with Affiliates 20 SECTION 11. EVENTS OF DEFAULT 20 SECTION 12. REMEDIES ON DEFAULT, ETC. 22 Section 12.1 Acceleration 22 Section 12.2 Other Remedies 23 Section 12.3 Rescission 23 Section 12.4 No Waivers or Election of Remedies, Expenses, Etc. 23 SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES 23 Section 13.1 Registration of Notes 23 Section 13.2 Transfer and Exchange of Notes 24 Section 13.3 Replacement of Notes 24 SECTION 14. PAYMENTS ON NOTES 24 Section 14.1 Place of Payment 24 Section 14.2 Home Office Payment 24 SECTION 15. EXPENSES, ETC. 25 Section 15.1 Transaction Expenses 25 Section 15.2 Survival 25 SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 25 SECTION 17. AMENDMENT AND WAIVER 26 Section 17.1 Representations and Warranties Requirements 26 Section 17.2 Solicitation of Lessee 33 17.2 Representations and Warranties Holders of Lessor 34 Notes 26 Section 17.3 Acknowledgment 34 ARTICLE Binding Effect, Etc. 26 Section 17.4 Notes Held by Company, Etc. 27 SECTION 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE NOTICES 27 SECTION 19. REPRODUCTION OF DOCUMENTS 27 SECTION 20. CONFIDENTIAL INFORMATION 28 SECTION 21. SUBSTITUTION OF PURCHASER 29 SECTION 22. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 29 Section 22.1 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 and Assigns 29 Section 22.2 Payments Due on Non-Business Days 29 Section 22.3 Severability 37 19.11 29 Section 22.4 Construction 37 19.12 29 Section 22.5 Counterparts 30 Section 22.6 Governing Law 37 19.13 Time is 30 ATTACHMENTS TO NOTE PURCHASE AGREEMENT: SCHEDULE A — Information Relating to Purchasers SCHEDULE B — Defined Terms SCHEDULE 4.9 — Changes in Corporate Structure SCHEDULE 5.3 — Disclosure Materials SCHEDULE 5.4 — Subsidiaries of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing the Company and Ownership of Grants 37 19.18 Public AnnouncementsSubsidiary Stock SCHEDULE 5.5 — Financial Statements SCHEDULE 5.11 — Patents, Etc. SCHEDULE 5.14 — Use of Proceeds SCHEDULE 5.15 — Existing Debt; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation Future Liens EXHIBIT 1 — Form of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work Floating Rate Senior Note, Series 2005-B, due October 30, 2020 EXHIBIT 4.4(a) — Form of Improvement 39 [***] Confidential portions Opinion of this document have been redacted Special Counsel for the Company EXHIBIT 4.4(b) — Form of Opinion of Special Counsel for the Purchasers EXHIBIT 5.21 — Credit and filed separately Collection Policy AMERICAN CAPITAL STRATEGIES, LTD. TO THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and Gentlemen: AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (the “Company”), agrees with the Commission. Exhibit "A" Survey of purchasers listed in the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment attached Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with A (the Commission. Exhibit 10.25 EXECUTION COPY“Purchasers”) as follows:

Appears in 1 contract

Sources: Note Purchase Agreement (American Capital Strategies LTD)

Page. 7.3 Surrender 1.01 Recognition 1 1.02 Management Rights 1 1.03 Random Drug Testing 2 2.01 Duration of the Premises Agreement 3 3.01 Wages 3 3.02 Overtime 4 3.03 Call In Pay 6 3.04 Standby Pay 6 3.05 Retiree Health Trust 6 3.06 Uniform Allowance 10 3.07 Educational Bonus 10 3.08 Hazardous Duty Allowance 11 3.085 Exposure to Infectious Diseases 12 3.09 Temporary Assignment 12 3.10 Travel Expenses 14 3.11 Employee Health & Dental Benefits 14 3.12 Life Insurance 17 3.13 Deferred Compensation 17 3.14 Vacation 18 3.15 Personal Hours - Holidays 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 3.16 Sick Leave 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right 3.17 Injury Pay 22 3.18 Bereavement Leave 23 3.19 Earned Retirement 23 3.20 Contribution to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Retirement System 24 3.21 Retirement Benefits 25 3.22 Employee Parking 27 SECTION PAGE 3.23 Certification 27 3.24 Changes in Classification 27 3.25 Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR Assignment or Shift Change 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; 3.26 Change of Terms 32 15.4 Termination Off Days 30 3.27 Assignments 30 3.28 Shift Selection 30 3.29 Definition of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right a Day 30 3.30 Layoff and Recall 31 3.31 Liability Indemnification 33 3.32 Automobile Allowance 34 3.33 Jury Duty 34 3.34 Bulletin Boards 35 3.35 Child Care Vouchers 36 3.36 Sheriff's Dept. Gymnasium 36 3.37 Direct Payroll Deposit 36 4.01 Fair Share Agreement 36 4.02 Dues Checkoff 39 4.03 Association Office Space 39 4.04 Affirmative Action Statement 40 4.05 Collateral Agreements 40 5.01 Grievance Procedure 41 5.02 Selection of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Arbitrator 47 5.03 Bargaining Time 49 5.04 Disciplinary Suspensions Not Merger 36 19.9 Appealable Under S.63.10, Stats 49 5.05 Representation at Disciplinary Hearings 49 5.06 Interviews Related to Employee Discipline 50 5.07 Paid Release Time 51 6.01 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On53 6.02 Saving Clause 53 ▇ ▇▇▇▇-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY▇▇▇▇

Appears in 1 contract

Sources: Collective Bargaining Agreement

Page. 7.3 Surrender Governmental Authority and Licensing; Education Agency Approvals; Compliance with Educational Laws 44 4.14 Collateral 46 4.15 Patriot Act 46 4.16 Schedule 1.1 46 4.17 Benefit 46 Section 5. Affirmative Covenants 46 5.1 Financial Statements 46 5.2 Certificates; Other Information 48 5.3 Notices 49 5.4 Payment of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction Obligations 50 5.5 Preservation of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesExistence, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 1450 5.6 Maintenance of Properties 50 5.7 Compliance with Laws 50 5.8 Books and Records 51 5.9 Inspection Rights 51 5.10 Further Assurances and Information Regarding Collateral 52 Section 6. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions Negative Covenants 53 6.1 Liens 53 6.2 No Further Negative Pledges 53 6.3 Fundamental Changes 53 6.4 Change in Nature of this document have been redacted and filed separately with the CommissionBusiness 54 6.5 Amendment of Organization Documents 54 6.6 Holding Company 54 Section 7. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey Guaranty 54 7.1 Guaranty of the Premises Exhibit "B" Easements Obligations 54 7.2 Payment by Guarantor 54 7.3 Liability of Guarantor Absolute 55 7.4 Waivers by Guarantor 56 7.5 Guarantor’s Rights of Subrogation, Contribution, etc. 57 7.6 Subordination of Other Obligations 58 7.7 Continuing Guaranty 58 7.8 Authority of Guarantor or Account Party 58 7.9 Financial Condition of Account Party 58 7.10 Bankruptcy, etc. 58 7.11 Discharge of Guaranty upon Sale of Guarantor 59 Section 8. Events of Default and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity Remedies 59 8.1 Events of Default 59 8.2 Remedies Upon Event of Default 62 8.3 Application of Funds 62 Section 9. Agents 63 9.1 Appointment of Agents 63 9.2 Powers and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form Duties 63 9.3 General Immunity 63 9.4 Agents Entitled to Act as Lender 65 9.5 Lenders’ Representations, Warranties and Acknowledgment 65 9.6 Right to Indemnity 65 9.7 Successor Administrative Agent, Collateral Agent and Issuing Bank 66 9.8 Collateral Documents and Guaranty 67 9.9 Withholding Taxes 68 Section 10. Miscellaneous 68 10.1 Notices 68 10.2 Expenses 69 10.3 Indemnity 70 10.4 Set-Off 71 10.5 Amendments and Waivers 71 10.6 Successors and Assigns; Participations 72 10.7 Independence of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form Covenants 76 10.8 Survival of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation Representations, Warranties and Agreements 76 10.9 No Waiver; Remedies Cumulative 76 10.10 Marshalling; Payments Set Aside 76 10.11 Severability 76 10.12 Obligations Several; Independent Nature of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions Lenders’ Rights 77 10.13 Headings 77 10.14 APPLICABLE LAW 77 10.15 CONSENT TO JURISDICTION 77 10.16 WAIVER OF JURY TRIAL 77 10.17 Confidentiality 78 10.18 Usury Savings Clause 79 10.19 Counterparts 79 10.20 Effectiveness 79 10.21 Patriot Act 79 10.22 Electronic Execution of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYAssignments 80

Appears in 1 contract

Sources: Letter of Credit Facility Agreement (Education Management Corporation)

Page. 7.3 Surrender Representations and Warranties of Both Parties 122 9.2 Representations and Warranties of Juno 123 9.3 Representations and Warranties of Celgene 124 9.4 Covenants 125 9.5 Disclaimer 127 ARTICLE 10 INDEMNIFICATION; INSURANCE 128 10.1 Indemnification by Celgene 128 10.2 Indemnification by Juno 128 10.3 Notice of Claims 129 10.4 Indemnification Procedures 129 10.5 Indemnification Following Exercise of the Premises 19 Option 130 10.6 LIMITATION OF LIABILITY 130 ARTICLE 8. CONSTRUCTION ACTIVITIES 11 TERM AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment TERMINATION 131 11.1 Term; Expiration 131 11.2 Termination for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking Breach 131 11.3 Voluntary Termination 132 11.4 Termination for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 Bankruptcy 132 11.5 General 26 Termination for Patent Challenge 132 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 for Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Close Share Purchase Agreement or Breach of Standstill 133 11.7 Effects of Expiration or Termination 133 11.8 Juno Reversion Compounds 135 11.9 Celgene Reversion Compounds 136 11.10 Surviving Provisions 137 ARTICLE 12 MISCELLANEOUS 139 12.1 Severability 139 12.2 Notices 139 12.3 Force Majeure 140 12.4 Assignment 141 12.5 Waivers and Modifications 143 12.6 Waiver of Jury Trial 143 12.7 Choice of Law; Jurisdiction; Venue 143 12.8 Arbitration 144 12.9 Relationship of the Parties 146 12.10 Entire Agreement 146 12.11 Counterparts 146 12.12 Equitable Relief 146 12.13 Interpretation 146 12.14 Celgene Parties 147 12.15 Further Assurances 148 Exhibit A Form of License Agreement Exhibit B Form of Juno Lead Co-Co Agreement Exhibit C Form of Celgene Lead Co-Co Agreement Exhibit D Form of Material Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 Agreement Schedule 1.25 Celgene [***] Confidential portions of Products Schedule 1.37 Celgene Targets Schedule 3.1.5 [***] Program - Post-Option Exercise Agreements Schedule 7.3.6(c) Core Countries [***] Certain information in this document have has been redacted omitted and filed separately with the Securities and Exchange Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15Confidential treatment has been requested with respect to the omitted portions. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response This AMENDED AND RESTATED MASTER RESEARCH AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of August 13, 2015 (the “Execution Date”) by and among Juno Therapeutics, Inc., a Delaware corporation (“Juno”), and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16all rights and obligations under this Agreement in the United States, and Celgene RIVOT Ltd. (“Celgene RIVOT”), with respect to all rights and obligations under this Agreement outside the United States (Celgene RIVOT and Celgene Corp., together, “Celgene”). FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension Celgene and Juno are each referred to herein by name or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with as a “Party”, or, collectively, as the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY“Parties.”

Appears in 1 contract

Sources: Master Research and Collaboration Agreement (Juno Therapeutics, Inc.)

Page. Section 6 BOOKS AND RECORDS; REPORTS 22 6.1 Books and Records 22 6.2 Annual Reports 23 6.3 Tax Matters 23 6.4 Electronic Delivery 23 Section 7 AMENDMENTS 23 7.1 Amendments Generally 23 7.2 Amendment by the Board 23 7.3 Surrender Amendments Provided to Members 24 7.4 Amendment of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES Certificate 25 Section 8 TRANSFER OF SHARES AND ALTERATIONS 19 REDEMPTIONS 25 8.1 Plans Registration and Specifications 19 Transfer of Shares 25 8.2 Construction of LNG Facility 19 Personal Conduct Repurchase Right 26 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Redemption Plan 26 Section 9 RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES 27 9.1 Definitions 27 9.2 Restrictions on Ownership and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Transfers 28 9.3 Transfer in Trust 29 9.4 Remedies For Breach 30 9.5 Notice of Taking 23 10.5 Apportionment Restricted Transfer 30 9.6 Owners Required to Provide Information 30 9.7 Remedies Not Limited 30 9.8 Ambiguity 30 9.9 Exception and Changes to Ownership Limit 31 9.10 Severability 31 9.11 Excess Shares 31 Section 10 DUTIES; LIABILITY; INDEMNIFICATION 34 10.1 Other Activities 34 10.2 Limitation of Liability 34 10.3 Indemnification 35 Section 11 DISSOLUTION AND WINDING UP 36 11.1 Liquidating Events 36 11.2 Winding Up 37 11.3 Rights of Members 37 11.4 Notice of Dissolution 37 11.5 Certificate of Cancellation 37 Section 12 POWER OF ATTORNEY 38 12.1 Power of Attorney 38 12.2 Survival of Power-of-Attorney 38 12.3 Written Confirmation of Power-of-Attorney 39 Section 13 MEMBERS’ VOTING POWERS AND MEETING 39 13.1 Voting 39 13.2 Voting Powers 39 13.3 Meetings 39 13.4 Record Dates 39 13.5 Quorum and Required Vote 40 13.6 Action by Written Consent 40 13.7 Classes and Series 40 Section 14 MISCELLANEOUS 40 14.1 Notices 40 14.2 Binding Effect 41 14.3 Construction 41 14.4 Time 41 14.5 Headings 41 14.6 Severability 41 14.7 Further Action 41 14.8 Governing Law 41 14.9 Waiver of Action for Award Partition 41 14.10 Counterpart Execution 41 14.11 Board’s Discretion 41 14.12 Entire Agreement 42 14.13 Third Party Beneficiaries 42 14.14 Jurisdiction; Waiver of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole Jury Trial 42 14.15 Confidentiality 43 This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN INVEST 1, LLC is entered into and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right shall be effective as of October 23, 2019 (the “Effective Date”), by and among those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions the terms of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYAgreement.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Jamestown Invest 1, LLC)

Page. 7.3 Surrender 7.4 Maintenance of Property; Inspection of Property. 37 7.5 Insurance. 37 7.6 Insurance and Condemnation Proceeds. 38 7.7 Environmental Laws. 38 7.8 Compliance with ERISA. 39 7.9 Mergers, Consolidations or Sales. 39 7.10 Distributions; Capital Change; Restricted Investments. 41 7.11 Transactions Affecting Collateral or Obligations. 41 7.12 Guaranties. 41 7.13 Debt. 41 7.14 Prepayment; Amendments; Etc. 42 7.15 Transactions with Affiliates. 43 7.16 Investment Banking and Finder’s Fees. 43 7.17 Business Conducted. 43 7.18 Liens. 43 7.19 Sale and Leaseback Transactions. 43 7.20 New Subsidiaries and Obligors. 43 7.21 Fiscal Year. 44 7.22 Capital Expenditures. 44 7.23 Fixed Charge Coverage Ratio. 44 7.24 Use of Proceeds. 44 7.25 Banking Relationships. 45 7.26 Further Assurances. 45 ARTICLE 8 CONDITIONS OF LENDING 45 8.1 Conditions Precedent to Making of Loans on the Closing Date. 45 8.2 Conditions Precedent to Each Loan. 47 ARTICLE 9 DEFAULT; REMEDIES 47 9.1 Events of Default. 47 9.2 Remedies. 50 ARTICLE 10 TERM AND TERMINATION 51 10.1 Term and Termination. 51 ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS 52 11.1 Amendments and Waivers. 52 11.2 Assignments; Participations. 53 ARTICLE 12 THE AGENT 55 12.1 Appointment and Authorization. 55 12.2 Delegation of Duties. 56 12.3 Liability of Agent. 56 12.4 Reliance by Agent. 56 12.5 Notice of Default. 57 12.6 Credit Decision. 57 12.7 Indemnification. 57 12.8 Agent in Individual Capacity. 58 12.9 Successor Agent. 58 12.10 Withholding Tax. 58 12.11 Collateral Matters. 60 12.12 Restrictions on Actions by Lenders; Sharing of Payments. 61 12.13 Agency for Perfection. 61 12.14 Payments by Agent to Lenders. 61 12.15 Settlement. 62 12.16 Letters of Credit; Intra-Lender Issues. 65 12.17 Concerning the Collateral and the Related Loan Documents. 67 12.18 Field Audit and Examination Reports; Disclaimer by Lenders. 67 12.19 Relation Among Lenders. 68 12.20 Arranger. 68 ARTICLE 13 Subsidiary guaranties 68 13.1 Subsidiary Guaranties. 68 13.2 Obligations Absolute. 68 13.3 Waiver of Suretyship Defenses. 69 13.4 Contribution and Indemnification. 69 13.5 Subordination of Intercompany Debt. 70 ARTICLE 14 MISCELLANEOUS 70 14.1 No Waivers; Cumulative Remedies. 70 14.2 Severability. 70 14.3 Governing Law; Choice of Forum; Service of Process. 71 14.4 WAIVER OF JURY TRIAL. 71 14.5 Survival of Representations and Warranties. 72 14.6 Other Security and Guaranties. 72 14.7 Fees and Expenses. 72 14.8 Notices. 73 14.9 Waiver of Notices. 74 14.10 Binding Effect. 74 14.11 Indemnity of the Premises 19 ARTICLE 8Agent and the Lenders by the Obligors. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction 74 14.12 Limitation of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9Liability. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 1075 14.13 Final Agreement. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 1175 14.14 Counterparts. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 76 14.15 Captions. 76 14.16 Right of Lessor to Perform 26 ARTICLE 12Setoff. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 1376 14.17 Confidentiality. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc76 14.18 Conflicts with Other Loan Documents. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. 77 ANNEX A — DEFINED TERMS EXHIBIT A — FORM OF BORROWING BASE CERTIFICATE EXHIBIT B — FINANCIAL STATEMENTS EXHIBIT C — FORM OF NOTICE OF BORROWING EXHIBIT D — FORM OF NOTICE OF CONTINUATION/CONVERSION EXHIBIT E — FORM OF COMPLIANCE CERTIFICATE EXHIBIT F — FORM OF ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions ACCEPTANCE AGREEMENT SCHEDULE 1.1 — LENDERS’ COMMITMENTS (ANNEX A—DEFINED TERMS) SCHEDULE 1.3 — EXISTING LETTERS OF CREDIT SCHEDULE 6.3 — ORGANIZATION AND QUALIFICATIONS SCHEDULE 6.4 — PRIOR NAMES; MERGERS; ETC. SCHEDULE 6.5 — SUBSIDIARIES AND AFFILIATES SCHEDULE 6.7 — CAPITALIZATION SCHEDULE 6.11 — REAL ESTATE; LEASES SCHEDULE 6.12 — PROPRIETARY RIGHTS SCHEDULE 6.13 — TRADE NAMES SCHEDULE 6.14 — LITIGATION SCHEDULE 6.15 — LABOR DISPUTES SCHEDULE 6.16 — ENVIRONMENTAL LAW SCHEDULE 6.19 — ERISA SCHEDULE 6.26 — MATERIAL AGREEMENTS SCHEDULE 6.27 — BANK ACCOUNTS SCHEDULE 7.10 — INVESTMENTS SCHEDULE 7.13 — DEBT SCHEDULE 7.15 — AFFILIATE TRANSACTIONS SCHEDULE 7.18 — LIENS THIS CREDIT AGREEMENT, dated as of June 24, 2003 (this document have been redacted “Agreement”), among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and filed separately with assigns, are referred to hereinafter each individually as a “Lender” and collectively as the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing “Lenders”), Bank of Transfer; Change America, N.A., as agent for the Lenders (in its capacity as agent, the “Agent”), Banc of Terms 32 15.4 Termination America Securities LLC, as arranger (the “Arranger”), Caraustar Industries, Inc., a North Carolina corporation (“Caraustar”), and each Subsidiary of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right Caraustar listed on the signature pages hereto as a “Borrower” (Caraustar and each such Subsidiary, individually, a “Borrower”, and, collectively, the “Borrowers”), and each Subsidiary of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with Caraustar listed on the Commission. Exhibit "A" Survey of signature pages hereto as a “Guarantor” (each such Subsidiary, individually, a “Guarantor”, and, collectively, the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY“Guarantors”).

Appears in 1 contract

Sources: Credit Agreement (Caraustar Industries Inc)

Page. 7.3 Surrender Authorization, Validity, and Enforceability of this Agreement and the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans Loan Documents 29 6.2 Validity and Specifications 19 8.2 Construction Priority of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Security Interest 29 6.3 [Reserved] 30 6.4 Corporate Name; Prior Transactions 30 6.5 Organization and Qualification 30 6.6 Financial Statements and Projections 30 6.7 Capitalization 31 6.8 Solvency 31 6.9 Debt 31 6.10 Distributions 31 6.11 Real Estate; Leases 31 6.12 Proprietary Rights 32 6.13 Trade Names 32 6.14 Litigation 32 6.15 Labor Disputes 32 6.16 Environmental Laws 33 6.17 No Violation of Utilities 20 8.5 Personal Property 20 8.6 Liens Law 34 6.18 No Default 34 6.19 ERISA Compliance 34 6.20 Taxes 35 6.21 Regulated Entities 35 6.22 Use of Proceeds; Margin Regulations 35 6.23 Copyrights, Patents, Trademarks and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesLicenses, etc. 29 13.2 Failure 35 6.24 No Material Adverse Change 35 6.25 Full Disclosure 36 6.26 Material Agreements 36 6.27 Bank Accounts 36 6.28 Governmental Authorization 36 ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS 36 7.1 Taxes and Other Obligations 36 7.2 Legal Existence and Good Standing 37 7.3 Compliance with Law and Agreements; Maintenance of Licenses 37 7.4 Maintenance of Property; Inspection of Property 37 7.5 Insurance 38 7.6 Insurance and Condemnation Proceeds 38 7.7 Environmental Laws 39 7.8 Compliance with ERISA; Pension and Multi-employer Plans 39 7.9 Mergers, Consolidations or Sales 39 7.10 Distributions; Capital Change; Restricted Investments 40 7.11 Transactions Affecting Collateral or Obligations 40 7.12 Guaranties 40 7.13 Debt 40 7.14 Payments of Other Debt; Repurchases of Senior Secured Notes 42 7.15 Transactions with Affiliates 43 7.16 Investment Banking and Finder’s Fees 43 7.17 Business Conducted 43 7.18 Liens 43 7.19 Sale and Leaseback Transactions 43 7.20 Subsidiaries 43 7.21 Fiscal Year 44 7.22 [Reserved] 44 7.23 Fixed Charge Coverage Ratio 44 7.24 [Reserved] 44 7.25 Use of Proceeds 45 7.26 [Reserved] 45 7.27 Bank Accounts 45 7.28 [Reserved] 45 7.29 Modification of Agreements 45 7.30 Restrictions on Subsidiary Distributions 45 7.31 Further Assurances 46 ARTICLE 8 CONDITIONS OF LENDING 46 8.1 Conditions Precedent to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response Closing 46 8.2 Conditions Precedent to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYEach Loan 46

Appears in 1 contract

Sources: Credit Agreement (Unifi Inc)

Page. 7.3 Surrender Illegality 143152 Section 11.3 Increased Cost and Reduced Return 143152 Section 11.4 Taxes 145154 Section 11.5 Replacement of Lenders 149158 ARTICLE XII MISCELLANEOUS 151160 Section 12.1 Notices 151160 Section 12.2 No Waivers 152161 Section 12.3 Expenses; Indemnification 152161 Section 12.4 Sharing of Set-Offs 153162 Section 12.5 Amendments and Waivers 154163 Section 12.6 Successors and Assigns 155165 Section 12.7 Collateral; QP Status 158167 Section 12.8 Governing Law; Submission to Jurisdiction 158168 Section 12.9 Marshalling; Recapture 159168 Section 12.10 Counterparts; Integration; Effectiveness 159168 Section 12.11 Waiver of Jury Trial 159169 Section 12.12 Survival 159169 Section 12.13 Domicile of Loans 159169 Section 12.14 Limitation of Liability 169 Section 12.15 Recourse; Non-Petition 160169 Section 12.16 Confidentiality 160170 Section 12.17 Special Provisions Applicable to CP Lenders 161171 Section 12.18 Direction of Collateral Agent 163172 Section 12.19 Borrowings/Loans Made in the Ordinary Course of Business 163173 Section 12.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 163173 Section 12.21 PATRIOT Act 164173 Section 12.22 Severability 164173 Section 12.23 Acknowledgement Regarding Any Supported QFCs 164174 ARTICLE XIII ASSIGNMENT OF CORPORATE SERVICES AGREEMENT AND SALE AND CONTRIBUTION AGREEMENT 165175 Section 13.1 Assignment of Corporate Services Agreement and Sale and Contribution Agreement 165175 ARTICLE XIV THE DOCUMENT CUSTODIAN 168177 Section 14.1 The Document Custodian 168177 Section 14.2 Document Custodian Compensation 170180 Section 14.3 Limitation on Liability 170180 Section 14.4 Document Custodian Resignation 172181 Section 14.5 Release of Documents 172181 Section 14.6 Return of Related Contracts 173182 Section 14.7 Access to Certain Documentation and Information Regarding the Related Contracts 173182 Section 14.8 Custodian Agent 173183 Section 14.9 Removal and Resignation 173183 Schedule A - Approved Appraisal Firms Schedule B - S&P Industry Classifications Schedule C - [Reserved] Schedule D - S&P Recovery Rate and Default Rate Tables Schedule E - S&P Recovery Rate Matrix Schedule F - S&P Weighted Average Life Matrix Schedule G - Lender Commitment Amounts Exhibit A - Form of Note for Loans Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Assignment and Assumption Agreement Exhibit D - Scope of Collateral Report Exhibit E - Scope of Payment Date Report Exhibit F - Scope of Asset-Level Reporting to Lenders Exhibit G - Form of Retention Letter Exhibit H - Form of Related Contract Document Request Exhibit I - Form of Tax Compliance Certificate Exhibit J - Form of Document Checklist Exhibit K - Authorized Representatives of Services Provider Exhibit L - Form of Prepayment/Commitment Reduction Notice Exhibit M - Form of Financial Statement Certificate of an Authorized Officer of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES Borrower pursuant to Section 5.1(b) THIS CREDIT AGREEMENT dated as of September 16, 2021, is entered into by and among Core Income Funding I LLC a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, NATIXIS, NEW YORK BRANCH, as Administrative Agent, STATE STREET BANK AND ALTERATIONS 19 8.1 Plans TRUST COMPANY, as Collateral Agent, Collateral Administrator and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Custodian, and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesALTER DOMUS (US) LLC, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYas Document Custodian.

Appears in 1 contract

Sources: Credit Agreement (Owl Rock Core Income Corp.)

Page. 7.3 Surrender Payments Generally; Pro Rata Treatment; Sharing of Set-offs 100 Section 4.02 Presumption of Payment by the Borrower 101 Section 4.03 Certain Deductions by the Administrative Agent 101 Section 4.04 Disposition of Proceeds 102 Section 5.01 Increased Costs 102 Section 5.02 Break Funding Payments 103 Section 5.03 Taxes 104 Section 5.04 Mitigation Obligations; Replacement of Lenders 107 Section 5.05 Illegality 108 Section 6.01 Effective Date 108 Section 6.02 Each Credit Event 111 Section 7.01 Organization; Powers 112 Section 7.02 Authority; Enforceability 112 Section 7.03 Approvals; No Conflicts 113 Section 7.04 Financial Condition; No Material Adverse Change 113 Section 7.05 Litigation 113 Section 7.06 Environmental Matters 114 Section 7.07 Compliance with the Laws and Agreements; No Defaults or Borrowing Base Deficiency 115 Section 7.08 Investment Company Act 115 Section 7.09 Taxes 115 Section 7.10 ERISA 115 Section 7.11 Disclosure; No Material Misstatements 116 Section 7.12 Insurance 117 Section 7.13 Restriction on Liens 117 Section 7.14 Subsidiaries 118 Section 7.15 Location of Business and Offices 118 Section 7.16 Properties; Titles, Etc. 118 Section 7.17 Maintenance of Properties 119 Section 7.18 Gas Imbalances, Prepayments 119 Section 7.19 Marketing of Production 120 Section 7.20 Swap Agreements and Qualified ECP Counterparty 120 Section 7.21 Use of Loans and Letters of Credit 120 Section 7.22 Solvency 120 Section 7.23 Anti-Corruption Laws and Sanctions; USA Patriot Act 121 Section 7.24 Affected Financial Institutions 121 Section 7.25 Plan Assets; Prohibited Transactions 121 Section 8.01 Financial Statements; Other Information 121 Section 8.02 Notices of Material Events 126 Section 8.03 Existence; Conduct of Business 126 Section 8.04 Payment of Obligations 127 Section 8.05 Performance of Obligations under Loan Documents 127 Section 8.06 Operation and Maintenance of Properties 127 Section 8.07 Insurance 128 Section 8.08 Books and Records; Inspection Rights 128 Section 8.09 Compliance with Laws 128 Section 8.10 Environmental Matters 129 Section 8.11 Further Assurances 130 Section 8.12 Reserve Reports 130 Section 8.13 Title Information 131 Section 8.14 Collateral and Guaranty Agreements 132 Section 8.15 ERISA Compliance 134 Section 8.16 Unrestricted Subsidiaries 134 Section 8.17 Commodity Exchange Act Keepwell Provisions 135 Section 9.01 Financial Covenants 135 Section 9.02 Debt 136 Section 9.03 Liens 137 Section 9.04 Dividends and Distributions and Redemptions of Permitted Senior Unsecured Notes, Permitted Junior Lien Debt or Permitted Pari Term Loan Debt 138 Section 9.05 Investments, Loans and Advances 140 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries 142 Section 9.07 Nature of Business; No International Operations 142 Section 9.08 Proceeds of Notes 143 Section 9.09 ERISA Compliance 143 Section 9.10 Sale or Discount of Receivables 143 Section 9.11 Mergers, Etc 144 Section 9.12 Sale of Properties and Termination of Swap Agreements 144 Section 9.13 Transactions with Affiliates 146 Section 9.14 Subsidiaries 147 Section 9.15 Negative Pledge Agreements; Dividend Restrictions 147 Section 9.16 Gas Imbalances, Take-or-Pay or Other Prepayments 147 Section 9.17 Swap Agreements 148 Section 10.01 Events of Default 150 Section 10.02 Remedies 152 Section 10.03 Credit Bidding 154 Section 11.01 Appointment; Powers 155 Section 11.02 Duties and Obligations of Administrative Agent 155 Section 11.03 Action by Administrative Agent 156 Section 11.04 Reliance by Administrative Agent 157 Section 11.05 Subagents 157 Section 11.06 Resignation of Administrative Agent 157 Section 11.07 Agents as Lenders 157 Section 11.08 No Reliance 158 Section 11.09 Administrative Agent May File Proofs of Claim 158 Section 11.10 Authority of Administrative Agent to Release Collateral, Liens and Guarantors 159 Section 11.11 Agents 160 Section 11.12 Certain ERISA Matters 161 Section 11.13 Intercreditor Agreement 162 Section 11.14 Erroneous Payments 162 Section 12.01 Notices 163 Section 12.02 Waivers; Amendments 165 Section 12.03 Expenses, Indemnity; Damage Waiver 167 Section 12.04 Successors and Assigns 170 Section 12.05 Survival; Revival; Reinstatement 173 Section 12.06 Counterparts; Integration; Effectiveness 174 Section 12.07 Severability 174 Section 12.08 Right of Setoff 175 SECTION 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 175 Section 12.10 Headings 176 Section 12.11 Confidentiality 176 Section 12.12 Interest Rate Limitation 177 SECTION 12.13 EXCULPATION PROVISIONS 178 Section 12.14 Collateral Matters; Swap Agreements 179 Section 12.15 No Third Party Beneficiaries 179 Section 12.16 USA Patriot Act Notice 179 Section 12.17 No Advisory or Fiduciary Responsibility 179 Section 12.18 Amendment and Restatement 180 Section 12.19 [Reserved] 180 Section 12.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 180 Section 12.21 [Reserved] 181 Section 12.22 Acknowledgment Regarding Any Qualified QFCs 181 Annex I Allocation of Maximum Credit Amount and Elected Revolving Commitments ▇▇▇▇▇ ▇▇ Existing Letters of Credit ▇▇▇▇▇ ▇▇▇ LC Issuance Limits Exhibit A-1 Form of Note (Revolving Loans) Exhibit A-2 Form of Note (Term Loans) Exhibit B-1 Form of Borrowing Request Exhibit B-2 Form of Swingline Loan Notice Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments as of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction Effective Date Exhibit F Form of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Guaranty Agreement Exhibit G Form of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver Security Agreement Exhibit H Form of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect and Assumption Exhibit I-1 Form of Force Majeure Events 32 16.2 Certain Delays U.S. Tax Compliance Certificate (Foreign Lenders; not Excused 33 16.3 Notice partnerships) Exhibit I-2 Form of Force Majeure Events 33 16.4 Period U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit I-3 Form of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit I-4 Form of Lessee 33 17.2 Representations and Warranties U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit J Form of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder Elected Revolving Commitment Increase Certificate Exhibit K Form of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Additional Revolving Lender Certificate Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" L Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form Joinder Agreement Schedule 1.01 Approved Counterparties Schedule 1.01(a) Secured Non-Lender Swap Agreements Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries Schedule 7.18 Gas Imbalances Schedule 7.19 Marketing Contracts Schedule 7.20 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Investments Schedule 9.13 Affiliate Transactions This Third Amended and Restated Credit Agreement dated as of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation February 18, 2022, is among: Permian Resources Operating, LLC, a limited liability company duly formed and existing under the laws of LNG Discount Exhibit "K" Terms the State of Delaware and Conditions formerly known as Centennial Resource Production, LLC (the “Borrower”), as the borrower; the Parent (defined below) from time to time party hereto, as a parent guarantor; each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately the Lenders (in such capacity, together with its successors in such capacity, the Commission. Exhibit 10.25 EXECUTION COPY“Administrative Agent”).

Appears in 1 contract

Sources: Credit Agreement (Permian Resources Corp)

Page. 7.3 Surrender of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans Benefit Plans; Employees and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Employment Practices 27 Section 5.10 Material Contracts 29 Section 5.11 Litigation 30 Section 5.12 Environmental Matters 30 Section 5.13 Intellectual Property 31 Section 5.14 Taxes 32 Section 5.15 Real Estate 34 Section 5.16 Certain Business Practices 35 Section 5.17 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 35 Section 5.18 Board Approval 35 Section 5.19 Brokers 35 Article 6 Representations and Warranties of Lessee 33 17.2 Parent and Merger Sub 35 Section 6.1 Organization and Qualification 36 Section 6.2 Authority 36 Section 6.3 No Conflict; Required Filings and Consents 36 Section 6.4 Litigation 37 Section 6.5 Ownership of Merger Sub; No Prior Activities 37 Section 6.6 Financing 37 Section 6.7 Brokers 38 Section 6.8 Ownership of Company Common Stock 38 Section 6.9 Solvency of the Surviving Corporation 38 Section 6.10 Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans 38 Section 6.11 Acknowledgment and Representations by Parent and Warranties Merger Sub 39 Article 7 Covenants 39 Section 7.1 Conduct of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public AnnouncementsBusiness by the Company Pending the Closing 39 Section 7.2 Access to Information; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 42 Section 7.3 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work Transactions 43 Section 7.4 Reasonable Best Efforts 45 Section 7.5 Public Announcements 48 Section 7.6 Employee Matters 48 Section 7.7 Indemnification of Improvement 39 [***] Confidential portions Directors and Officers 50 Section 7.8 State Takeover Statutes 52 Section 7.9 Section 16 Matters 52 Section 7.10 NDA 53 Section 7.11 Stock Exchange De-listing 53 Section 7.12 Shareholder Litigation 53 Article 8 Closing Conditions 53 Section 8.1 Conditions to the Obligations of this document have been redacted Each Party To Effect the Merger 53 Section 8.2 Frustration of Closing Conditions 53 Article 9 Termination, Amendment and filed separately with the Commission. Exhibit "A" Survey Waiver 54 Section 9.1 Termination 54 Section 9.2 Effect of the Premises Exhibit "B" Easements Termination 55 Section 9.3 Fees and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity Expenses 56 Section 9.4 Termination Fee 56 Section 9.5 Extension; Waiver 57 Section 9.6 Amendment 57 Article 10 General Provisions 57 Section 10.1 Non-Survival of Representations, Warranties and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form Covenants 57 Section 10.2 Notices 57 Section 10.3 Headings 58 Section 10.4 Severability 58 Section 10.5 Entire Agreement; No Third-Party Beneficiaries 59 Section 10.6 Assignment 59 Section 10.7 Mutual Drafting 59 Section 10.8 Governing Law; Specific Performance; Consent to Jurisdiction; Waiver of Trial by Jury 60 Section 10.9 Counterparts 61 Section 10.10 Obligations of Parent Guaranty Exhibit 61 EXHIBIT A – Merger Sub Certificate of Incorporation EXHIBIT B – Merger Sub By-laws ANNEX A – Conditions to the Offer AGREEMENT AND PLAN OF MERGER, dated as of September 23, 2013, by and among ACI Worldwide, Inc., a Delaware corporation ("HParent"), Olympic Acquisition Corp., a Delaware corporation and a wholly owned indirect Subsidiary of Parent ("Merger Sub"), and Official Payments Holdings, Inc., a Delaware corporation (the "Company"). Each of Parent, Merger Sub and the Company are referred to herein as a "Party" Required Permits Exhibit and together as "I" Form of Term Commencement Date Letter Exhibit Parties."J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY

Appears in 1 contract

Sources: Merger Agreement (Official Payments Holdings, Inc.)

Page. 7.3 Surrender Section 8.1 Company May Consolidate, Etc., Only on Certain Terms 50 Section 8.2 Successor Person Substituted for Company 51 ARTICLE NINE SUPPLEMENTAL INDENTURES 51 Section 9.1 Supplemental Indentures without Consent of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction Holders 51 Section 9.2 Supplemental Indentures With Consent of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Holders 52 Section 9.3 Execution of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices Supplemental Indentures 53 Section 9.4 Effect of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right Supplemental Indentures 53 Section 9.5 Reference in Securities to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Supplemental Indentures 53 Section 9.6 Conformity with Trust Indenture Act 54 Section 9.7 Notice of Taking 23 Supplemental Indenture 54 ARTICLE TEN COVENANTS 54 Section 10.1 Payment of Principal, any Premium, Interest and Additional Amounts 54 Section 10.2 Maintenance of Office or Agency 54 Section 10.3 Money for Securities Payments to Be Held in Trust 55 Section 10.4 Additional Amounts 56 Section 10.5 Apportionment for Award of Total Taking 23 Corporate Existence 57 Section 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Covenants 57 Section 10.7 Company Statement as to Compliance; Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Certain Defaults 58 Section 10.8 Calculation of LNG Original Issue Discount Exhibit "K" Terms and Conditions 58 ARTICLE ELEVEN REDEMPTION OF SECURITIES 58 Section 11.1 Applicability of Article 58 Section 11.2 Election to Redeem; Notice to Trustee 58 Section 11.3 Selection by Trustee of Securities to be Redeemed 58 Section 11.4 Notice of Redemption 59 Section 11.5 Deposit of Redemption Price 60 Section 11.6 Securities Payable on Redemption Date 60 Section 11.7 Securities Redeemed in Part 60 Section 11.8 Repurchases on the Open Market 61 ARTICLE TWELVE SINKING FUNDS 61 Section 12.1 Applicability of Article 61 Section 12.2 Satisfaction of Sinking Fund Payments with Securities 61 Section 12.3 Redemption of Securities for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions Sinking Fund 62 ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS 62 Section 13.1 Applicability of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYArticle 62 ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES 62 Section 14.1 Applicability of Article 62 ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES 63

Appears in 1 contract

Sources: Indenture (Radisys Corp)

Page. Section 6 BOOKS AND RECORDS; REPORTS 21 6.1 Books and Records 21 6.2 Annual Reports 21 6.3 Tax Matters 21 6.4 Electronic Delivery 22 Section 7 AMENDMENTS 22 7.1 Amendments Generally 22 7.2 Amendment by the Board 22 7.3 Surrender Amendments Provided to Members 23 7.4 Amendment of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES Certificate 23 Section 8 TRANSFER OF UNITS AND ALTERATIONS 19 redemptions 24 8.1 Plans Registration and Specifications 19 Transfer of Shares 24 8.2 Construction of LNG Facility 19 Personal Conduct Repurchase Right 25 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Redemption Plan 25 Section 9 RESTRICTION ON TRANSFER AND OWNERSHIP OF UNITS 25 9.1 Definitions 25 9.2 Restrictions on Ownership and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Transfers 27 9.3 Transfer in Trust 27 9.4 Remedies For Breach 28 9.5 Notice of Taking 23 10.5 Apportionment Restricted Transfer 28 9.6 Owners Required to Provide Information 28 9.7 Remedies Not Limited 29 9.8 Ambiguity 29 9.9 Exception and Changes to Ownership Limit 29 9.10 Severability 30 9.11 Excess Shares 30 Section 10 DUTIES; LIABILITY; INDEMNIFICATION 32 10.1 Other Activities 32 10.2 Limitation of Liability 32 10.3 Indemnification 33 Section 11 DISSOLUTION AND WINDING UP 35 11.1 Liquidating Events 35 11.2 Winding Up 35 11.3 Rights of Members 36 11.4 Notice of Dissolution 36 11.5 Certificate of Cancellation 36 Section 12 POWER OF ATTORNEY 36 12.1 Power of Attorney 36 12.2 Survival of Power-of-Attorney 37 12.3 Written Confirmation of Power-of-Attorney 37 Section 13 MEMBERS’ VOTING POWERS AND MEETING 37 13.1 Voting 37 13.2 Voting Powers 37 13.3 Meetings 38 13.4 Record Dates 38 13.5 Quorum and Required Vote 38 13.6 Action by Written Consent 38 13.7 Classes and Series 38 Section 14 MISCELLANEOUS 39 14.1 Notices 39 14.2 Binding Effect 39 14.3 Construction 39 14.4 Time 39 14.5 Headings 39 14.6 Severability 39 14.7 Further Action 40 14.8 Governing Law 40 14.9 Waiver of Action for Award Partition 40 14.10 Counterpart Execution 40 14.11 Board’s Discretion 40 14.12 Entire Agreement 40 14.13 Third Party Beneficiaries 40 14.14 Jurisdiction; Waiver of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole Jury Trial 40 14.15 Confidentiality 41 This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN ATLANTA INVEST 1, LLC is entered into and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right shall be effective as of [ ], 201[_] (the “Effective Date”), by and among those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions the terms of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYAgreement.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Jamestown Atlanta Invest 1, LLC)

Page. Section 6 BOOKS AND RECORDS; REPORTS 22 6.1 Books and Records 22 6.2 Annual Reports 22 6.3 Tax Matters 22 6.4 Electronic Delivery 22 Section 7 AMENDMENTS 22 7.1 Amendments Generally 22 7.2 Amendment by the Board 23 7.3 Surrender Amendments Provided to Members 24 7.4 Amendment of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES Certificate 24 Section 8 TRANSFER OF UNITS AND ALTERATIONS 19 redemptions 24 8.1 Plans Registration and Specifications 19 Transfer of Shares 24 8.2 Construction of LNG Facility 19 Personal Conduct Repurchase Right 25 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Redemption Plan 26 Section 9 RESTRICTION ON TRANSFER AND OWNERSHIP OF UNITS 26 9.1 Definitions 26 9.2 Restrictions on Ownership and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Transfers 27 9.3 Transfer in Trust 28 9.4 Remedies For Breach 29 9.5 Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Restricted Transfer 29 ARTICLE 14. ASSIGNMENT 9.6 Owners Required to Provide Information 29 9.7 Remedies Not Limited 30 9.8 Ambiguity 30 9.9 Exception and Changes to Ownership Limit 30 9.10 Severability 30 9.11 Excess Shares 30 Section 10 DUTIES; LIABILITY; INDEMNIFICATION 33 10.1 Other Activities 33 10.2 Limitation of Liability 33 10.3 Indemnification 34 Section 11 DISSOLUTION AND SUBLETTING 30 WINDING UP 36 11.1 Liquidating Events 36 11.2 Winding Up 36 11.3 Rights of Members 37 11.4 Notice of Dissolution 37 11.5 Certificate of Cancellation 37 Section 12 POWER OF ATTORNEY 37 12.1 Power of Attorney 37 12.2 Survival of Power-of-Attorney 38 12.3 Written Confirmation of Power-of-Attorney 38 Section 13 MEMBERS’ VOTING POWERS AND MEETING 38 13.1 Voting 38 13.2 Voting Powers 38 13.3 Meetings 38 13.4 Record Dates 39 13.5 Quorum and Required Vote 39 13.6 Action by Written Consent 39 13.7 Classes and Series 39 Section 14 MISCELLANEOUS 39 14.1 Generally Forbidden 30 [***Notices 39 14.2 Binding Effect 40 14.3 Construction 40 14.4 Time 40 14.5 Headings 40 14.6 Severability 40 14.7 Further Action 40 14.8 Governing Law 41 14.9 Waiver of Action for Partition 41 14.10 Counterpart Execution 41 14.11 Board’s Discretion 41 14.12 Entire Agreement 41 14.13 Third Party Beneficiaries 41 14.14 Jurisdiction; Waiver of Jury Trial 41 14.15 Confidentiality 42 This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN INVEST 1, LLC is entered into and shall be effective as of [ ], 201[ ] Confidential portions (the “Effective Date”), by and among those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYAgreement.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Jamestown Atlanta Invest 1, LLC)

Page. 7.3 Surrender SECTION 1. AUTHORIZATION OF NOTES 1 Section 1.1. Description of the Premises 19 ARTICLE 8Notes 1 Section 1.2. CONSTRUCTION ACTIVITIES Interest Rate 1 SECTION 2. SALE AND ALTERATIONS 19 8.1 Plans PURCHASE OF NOTES 2 Section 2.1. Series A Notes 2 Section 2.2. Additional Series of Notes 2 Section 2.3. Each Series Ranks Pari Passu 3 SECTION 3. CLOSING DATE AND FUNDING DATE 4 SECTION 4. CONDITIONS TO CLOSING AND FUNDING 4 Section 4.1. Representations and Specifications 19 8.2 Construction Warranties 4 Section 4.2. Performance; No Default 4 Section 4.3. Compliance Certificates 5 Section 4.4. Opinions of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Counsel 5 Section 4.5. Purchase Permitted By Applicable Law, Etc 5 Section 4.6. Sale of Utilities 20 8.5 Personal Property 20 8.6 Liens Other Notes 5 Section 4.7. Payment of Special Counsel Fees 6 Section 4.8. Private Placement Number 6 Section 4.9. Changes in Corporate Structure 6 Section 4.10. Funding Instructions 6 Section 4.11. Proceedings and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17Documents 6 SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 6 Section 5.1. Organization; Power and Authority 6 Section 5.2. Authorization, Etc 6 Section 5.3. Disclosure 7 Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates 7 Section 5.5. Financial Statements; Material Liabilities 8 Section 5.6. Compliance with Laws, Other Instruments, Etc 8 Section 5.7. Governmental Authorizations, Etc 8 Section 5.8. Litigation; Observance of Agreements, Statutes and Orders 8 Section 5.9. Taxes 9 Section 5.10. Title to Property; Leases 9 Section 5.11. Licenses, Permits, Etc 9 Section 5.12. Compliance with ERISA 10 Section 5.13. Private Offering by the Company 11 Section 5.14. Use of Proceeds; Margin Regulations 11 Section 5.15. Existing Debt; Future Liens 11 Section 5.16. Foreign Assets Control Regulations, Etc 12 Section 5.17. Status under Certain Statutes 12 Section 5.18. Environmental Matters 12 Section 5.19. Notes Rank Pari Passu 13 SECTION 6. REPRESENTATIONS OF THE PURCHASER 13 Section 6.1. Purchase for Investment 13 Section 6.2. Accredited Investor 13 Section 6.3. Source of Funds 13 SECTION 7. INFORMATION AS TO COMPANY 15 Section 7.1. Financial and Business Information 15 Section 7.2. Officer’s Certificate 18 Section 7.3. Visitation 18 SECTION 8. PAYMENT OF THE NOTES 18 Section 8.1. Required Prepayments 18 Section 8.2. Optional Prepayments with Make-Whole Amount 19 Section 8.3. Allocation of Partial Prepayments 19 Section 8.4. Maturity; Surrender, Etc. 19 Section 8.5. Purchase of Notes 20 Section 8.6. Make-Whole Amount for the Series A Notes 20 SECTION 9. AFFIRMATIVE COVENANTS 21 Section 9.1. Compliance with Law 21 Section 9.2. Insurance 21 Section 9.3. Maintenance of Properties 22 Section 9.4. Payment of Taxes and Claims 22 Section 9.5. Corporate Existence, Etc 22 Section 9.6. Designation of Subsidiaries 22 Section 9.7. Notes to Rank Pari Passu 23 Section 9.8. Additional Subsidiary Guarantors 23 Section 9.9. Books and Records 24 SECTION 10. NEGATIVE COVENANTS 24 Section 10.1. Consolidated Net Worth 24 Section 10.2. Consolidated Debt to Consolidated Total Capitalization 24 Section 10.3. Interest Coverage Ratio 24 Section 10.4. Priority Debt 24 Section 10.5. Limitation on Liens 24 Section 10.6. Sales of Asset 26 Section 10.7. Merger and Consolidation 27 Section 10.8. Restrictions on Investments 28 Section 10.9. Transactions with Affiliates 28 Section 10.10. Terrorism Sanctions Regulations 28 SECTION 11. EVENTS OF DEFAULT 28 SECTION 12. REMEDIES ON DEFAULT, ETC 31 Section 12.1. Acceleration 31 Section 12.2. Other Remedies 31 Section 12.3. Rescission 31 Section 12.4. No Waivers or Election of Remedies, Expenses, Etc 32 SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES 32 Section 13.1. Registration of Notes 32 Section 13.2. Transfer and Exchange of Notes 32 Section 13.3. Replacement of Notes 33 17.1 Representations and Warranties Section 13.4. Prohibition on Transfer to a Competitor 33 SECTION 14. PAYMENTS ON NOTES 34 Section 14.1. Place of Lessee 33 17.2 Representations and Warranties Payment 34 Section 14.2. Home Office Payment 34 SECTION 15. EXPENSES, ETC 34 Section 15.1. Transaction Expenses 34 Section 15.2. Survival 35 SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 35 SECTION 17. AMENDMENT AND WAIVER 35 Section 17.1. Requirements 35 Section 17.2. Solicitation of Lessor 34 17.3 Acknowledgment 34 ARTICLE Holders of Notes 36 Section 17.3. Binding Effect, Etc 37 Section 17.4. Notes Held by Company, Etc 37 SECTION 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE NOTICES 37 SECTION 19. REPRODUCTION OF DOCUMENTS 38 SECTION 20. CONFIDENTIAL INFORMATION 38 SECTION 21. SUBSTITUTION OF PURCHASER 39 SECTION 22. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 40 Section 22.1. Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 and Assigns 40 Section 22.2. Payments Due on Non-Business Days 40 Section 22.3. Accounting Terms 40 Section 22.4. Severability 37 19.11 40 Section 22.5. Construction 37 19.12 40 Section 22.6. Counterparts 40 Section 22.7. Governing Law 37 19.13 Time is 41 Section 22.8. Jurisdiction and Process; Waiver of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing Jury Trial 41 SCHEDULE A — INFORMATION RELATING TO PURCHASERS SCHEDULE B — DEFINED TERMS SCHEDULE 4.9 — Changes in Corporate Structure SCHEDULE 5.4 — Subsidiaries of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation the Company, Ownership of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work Subsidiary Stock, Affiliates SCHEDULE 5.5 — Financial Statements SCHEDULE 5.8 — Disclosure of Improvement 39 [***] Confidential portions Certain Litigation SCHEDULE 5.11 — Licenses, Permits, Etc. SCHEDULE 5.15 — Existing Debt SCHEDULE 5.18 — Disclosure of this document have been redacted Certain Environmental Matters SCHEDULE 10.5 — Existing Liens EXHIBIT 1(a) — Form of 5.69% Series 2005-A Senior Notes, due November 1, 2018 EXHIBIT 4.4(a) — Form of Opinion of General Counsel to the Company EXHIBIT 4.4(b) — Form of Opinion of Special Counsel to the Company EXHIBIT 4.4(c) — Form of Opinion of Special Counsel to the Purchasers EXHIBIT S — Form of Supplement to Note Purchase Agreement EXHIBIT 8.8(b) — Form of Opinion of Special Counsel to the Company STEPAN COMPANY ▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ $40,000,000 5.69% SERIES 2005-A SENIOR NOTES, DUE NOVEMBER 1, 2018 TO THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and filed separately Gentlemen: STEPAN COMPANY, a Delaware corporation (the “Company”), agrees with the Commission. Exhibit "A" Survey of Purchasers listed in the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment attached Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions A (the “Purchasers”) to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYNote Purchase Agreement (this “Agreement”) as follows:

Appears in 1 contract

Sources: Note Purchase Agreement (Stepan Co)

Page. 7.3 Surrender Administrative Agent May File Bankruptcy Disclosure and Proofs of the Premises 19 Claim 165 Section 10.14 Ship Mortgage Trust 166 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans XI MISCELLANEOUS 167 Section 11.01 Notices 167 Section 11.02 Waivers; Amendment 170 Section 11.03 Expenses; Indemnity 172 Section 11.04 Successors and Specifications 19 8.2 Construction Assigns 175 Section 11.05 Survival of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Agreement 180 Section 11.06 Counterparts; Integration; Effectiveness 181 Section 11.07 Severability 181 Section 11.08 Right of Lessor Setoff; Marshalling; Payments Set Aside 181 Section 11.09 Governing Law; Jurisdiction; Consent to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination Service of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Process 181 Section 11.10 Waiver of Jury Trial 183 Section 11.11 Headings 183 Section 11.12 Confidentiality 183 Section 11.13 Interest Rate Limitation 184 Section 11.14 Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect and Acceptance 184 Section 11.15 Obligations Absolute 184 Section 11.16 Waiver of Force Majeure Events 32 16.2 Defenses; Absence of Fiduciary Duties 185 Section 11.17 Patriot Act 185 Section 11.18 Bank Product Providers 186 Section 11.19 EXCLUDED SWAP OBLIGATIONS 186 Section 11.20 [Reserved] 186 Section 11.21 Judgment Currency 187 Section 11.22 Waiver of Sovereign Immunity 187 Section 11.23 Revolving Credit Facility Priority 187 Section 11.24 Acknowledgment and Consent to Bail-In of EEA Financial Institutions 188 Annex I — Initial Lenders and Commitments SCHEDULES Schedule 1.01(a) — Collateral Vessels Schedule 1.01(b) — Approved Classification Societies Schedule 1.01(c) — Acceptable Flag Jurisdictions Schedule 1.01(d) — Acceptable Third Party Technical Managers Schedule 1.01(e) — Unrestricted Subsidiaries Schedule 1.01(f) — Mortgaged Property Schedule 1.01 (g) — Demise Charters Schedule 1.01 (h) — Subsidiary Guarantors Schedule 1.01(i) — Restricted Parent Subsidiaries and Restricted Parent Joint Ventures Schedule 3.05(b) — Real Property Schedule 3.07(a) — Equity Interests Schedule 3.07(c) — Corporate Organizational Chart Schedule 3.07(d) — Immaterial Subsidiaries Schedule 3.07(e) — Direct Subsidiaries of Holdings Schedule 3.20 — Required Insurance Schedule 3.27 — Specified Accounts and Excluded Accounts Schedule 4.01(f) — Local Counsel Schedule 5.15 — Post-Closing Matters Schedule 6.01(c) — Existing Indebtedness Schedule 6.02(c) — Existing Liens Schedule 6.04(b) — Existing Investments Schedule 6.09(e) — Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Affiliate Transactions Schedule 6.09(f) — Certain Affiliate Transactions - Intercompany Claims Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" A — Form of Parent Guaranty Assignment and Acceptance Exhibit "H" Required Permits B — Form of Borrowing Request Exhibit "I" C — Form of Compliance Certificate Exhibit D — Form of Intercompany Subordination Agreement Exhibit E — Form of Interest Election Request Exhibit F — Form of LC Request Exhibit G — Form of Auction Procedures Exhibit H-1 — Form of Term Commencement Date Note Exhibit H-2 — Form of Revolving Note Exhibit H-3 — Form of Swingline Note Exhibit I — Form of Perfection Certificate Exhibit J-1 — Form of Security Agreement Exhibit J-2 — Form of Holdings Pledge Agreement Exhibit K — Form of Portfolio Interest Certificate Exhibit L — Form of Solvency Certificate Exhibit M — Form of Bank Product Provider Letter Agreement Exhibit "J" Base Rent N — Form of Joinder Agreement Exhibit "J-1" Calculation O — Form of LNG Discount Quiet Enjoyment Agreement Exhibit "K" Terms P — Form of Collateral Vessel Mortgage This CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 22, 2017, is among International Seaways, Inc., a M▇▇▇▇▇▇▇ Islands corporation (“Holdings”), International Seaways Operating Corporation, a M▇▇▇▇▇▇▇ Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower”), the other Guarantors from time to time party hereto, the Lenders from time to time party hereto, Jefferies Finance LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Jefferies Finance LLC, as collateral agent and Conditions mortgage trustee for On-Site Fueling Station Exhibit "L" Removal the Secured Parties (in such capacity, the “Collateral Agent” or the “Mortgage Trustee” as the context requires), Skandinaviska Enskilda B▇▇▇▇▇ ▇▇ (publ), as swingline lender (in such capacity, the “Swingline Lender”), and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with Skandinaviska Enskilda B▇▇▇▇▇ ▇▇ (publ), as an issuing bank for the Commission. Exhibit 10.25 EXECUTION COPYLenders.

Appears in 1 contract

Sources: Credit Agreement (International Seaways, Inc.)

Page. 7.3 Surrender Publication by a Party 101 8.8.2 Publication of the Premises 19 Clinical Trial Results 102 8.9 Publicity 102 ARTICLE 8. CONSTRUCTION ACTIVITIES 9 REPRESENTATIONS, WARRANTIES, AND ALTERATIONS 19 8.1 Plans COVENANTS; DISCLAIMERS; LIMITATION OF LIABILITY 103 9.1 Mutual Representations and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Warranties 103 9.2 Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 FATE 104 9.3 Additional Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ONO 107 9.4 Mutual Covenants 109 9.5 DISCLAIMERS. 110 9.6 LIMITATION OF LIABILITY 111 ARTICLE 1810 INDEMNITY AND INSURANCE 111 10.1 ONO Indemnity 111 10.2 FATE Indemnity 112 10.3 Indemnification Procedure 113 10.4 Mitigation of Losses 113 10.5 FATE ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ 10.6 Insurance. JOINDER 35 18.1 Joinder 114 10.6.1 By ONO 114 10.6.2 By FATE 114 ARTICLE 11 TERM AND TERMINATION 115 11.1 Term; Expiration 115 11.2 Termination for Cause 115 11.2.1 Material Breach 115 11.2.2 Cure Period 116 11.2.3 Disagreement as to Material Breach 116 11.3 ONO Unilateral Termination Rights 116 11.4 Termination for Insolvency 117 11.5 Termination for Patent Challenge 118 11.6 Consequences of CE Construction 35 Termination 118 11.6.1 Consequences of Termination by ONO without Cause or by FATE 118 11.6.2 Consequences of Termination by ONO for Cause, Insolvency or Patent Challenge of FATE 125 11.7 Public Disclosure of Termination 127 11.8 Survival 128 ARTICLE 1912 DISPUTE RESOLUTION 128 12.1 Exclusive Dispute Resolution Mechanism 128 12.2 Resolution by Executive Officers 129 12.3 Arbitration 129 12.4 Preliminary Injunctions 130 12.5 Patent Disputes 130 12.6 Confidentiality 131 12.7 No Trial by Jury 131 ARTICLE 13 MISCELLANEOUS 131 13.1 Severability 131 13.2 Notices 131 13.3 Force Majeure 132 13.4 Assignment. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 132 13.5 Further Assurances 134 13.6 Waivers 134 13.7 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey 134 13.8 Relationship of the Premises Parties 135 13.9 Third Party Beneficiary 135 13.10 Entire Agreement; Amendment; Exhibit "B" Easements 135 13.11 Exports 135 13.12 Interpretation; Headings 135 13.13 Competition Law Filings 136 13.14 Performance by Affiliates 137 13.15 Anti-Corruption 137 13.16 Counterparts; Electronic Delivery 137 THIS COLLABORATION AND OPTION AGREEMENT (the “Agreement”) is made and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity entered into as of September 14, 2018 (the “Effective Date”), by and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form between FATE Therapeutics, Inc., a Delaware corporation located at 3535 General ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms America (“FATE”), and Conditions for OnOno Pharmaceutical Co., Ltd., 8-Site Fueling Station Exhibit "L" Removal 2, Kyutaromachi 1-chome, ▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇ (“ONO”). FATE and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions ONO are sometimes referred to Lessor's Representations [***] Confidential portions of this document have been redacted herein individually as a “Party” and filed separately with collectively as the Commission. Exhibit 10.25 EXECUTION COPY“Parties”.

Appears in 1 contract

Sources: Collaboration and Option Agreement (Fate Therapeutics Inc)

Page. 7.3 Surrender Citizenship; Flag of the Premises 19 Vessel; Vessel Classifications; Operation of Vessels 129 Section 5.17 Designation of Subsidiaries 131 Section 5.18 Material Agreements 132 Section 5.19 Ship Management 132 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans VI NEGATIVE COVENANTS 132 Section 6.01 Indebtedness 132 Section 6.02 Liens 134 Section 6.03 Sale and Specifications 19 8.2 Construction Leaseback Transactions 137 Section 6.04 Investments, Loans and Advances 138 Section 6.05 Mergers and Consolidations 139 Section 6.06 Asset Sales 140 Section 6.07 Acquisitions 142 Section 6.08 Dividends 142 Section 6.09 Transactions with Affiliates 143 Section 6.10 Financial Covenant 144 Section 6.11 Prepayments of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Other Indebtedness; Modifications of Utilities 20 8.5 Personal Property 20 8.6 Liens Organizational Documents and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesCertain Other Documents, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 144 Section 6.12 Limitation on Certain Restrictions on Subsidiaries 145 Section 6.13 Limitation on Issuance of Capital Stock 145 Section 6.14 Business 146 Section 6.15 Limitation on Accounting Changes 146 Section 6.16 Fiscal Periods 146 Section 6.17 No Further Negative Pledge 146 Section 6.18 Anti-Terrorism Law; Anti-Money Laundering 147 Section 6.19 Embargoed Person 147 Section 6.20 Restrictions on Chartering, etc. 147 Section 6.21 Additional Holdings Covenants 147 Section 6.22 Amended Reorganization Plan and Confirmation Order 147 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions VII GUARANTEE 148 Section 7.01 The Guarantee 148 Section 7.02 Obligations Unconditional 149 Section 7.03 Reinstatement 149 Section 7.04 Subrogation; Subordination 149 Section 7.05 Remedies 149 Section 7.06 Instrument for the Payment of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing Money 149 Section 7.07 Continuing Guarantee 150 Section 7.08 General Limitation on Guarantee Obligations 150 Section 7.09 Release of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Guarantors 150 Section 7.10 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYContribution 150 Section 7.11 Keepwell 150

Appears in 1 contract

Sources: Abl Credit Agreement (Overseas Shipholding Group Inc)

Page. 7.3 Surrender Section 9.2 Insurance 23 Section 9.3 Maintenance of Properties 23 Section 9.4 Payment of Taxes and Claims 24 Section 9.5 Corporate Existence, Etc 24 Section 9.6 Credit and Collection Policy 24 SECTION 10. NEGATIVE COVENANTS 24 Section 10.1 Minimum Consolidated Tangible Net Worth 24 Section 10.2 Interest Charges Coverage Ratio 24 Section 10.3 Limitation on Debt 25 Section 10.4 Available Asset Coverage 25 Section 10.5 Merger, Consolidation and Sale of Assets, Etc 25 Section 10.6 Nature of Business 27 Section 10.7 Transactions with Affiliates 27 SECTION 11. EVENTS OF DEFAULT 27 SECTION 12. REMEDIES ON DEFAULT, ETC 30 Section 12.1 Acceleration 30 Section 12.2 Other Remedies 30 Section 12.3 Rescission 30 Section 12.4 No Waivers or Election of Remedies, Expenses, Etc 31 SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES 31 Section 13.1 Registration of Notes 31 Section 13.2 Transfer and Exchange of Notes 31 Section 13.3 Replacement of Notes 32 SECTION 14. PAYMENTS ON NOTES 32 Section 14.1 Place of Payment 32 Section 14.2 Home Office Payment 32 SECTION 15. EXPENSES, ETC 33 Section 15.1 Transaction Expenses 33 Section 15.2 Survival 33 SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 33 SECTION HEADING PAGE SECTION 17. AMENDMENT AND WAIVER 34 Section 17.1 Requirements 34 Section 17.2 Solicitation of Holders of Notes 34 Section 17.3 Binding Effect, Etc 34 Section 17.4 Notes Held by Company, Etc 35 SECTION 18. NOTICES 35 SECTION 19. REPRODUCTION OF DOCUMENTS 35 SECTION 20. CONFIDENTIAL INFORMATION 36 SECTION 21. SUBSTITUTION OF PURCHASER 37 SECTION 22. MISCELLANEOUS 37 Section 22.1 Successors and Assigns 37 Section 22.2 Payments Due on Non-Business Days 37 Section 22.3 Severability 37 Section 22.4 Construction 37 Section 22.5 Counterparts 38 Section 22.6 Governing Law 38 Section 22.7 Currency of Payment 38 Section 22.8 Economic and Monetary Union 39 ATTACHMENTS TO NOTE PURCHASE AGREEMENT: SCHEDULE A — Information Relating to Purchasers SCHEDULE B — Defined Terms SCHEDULE 4.9 — Changes in Corporate Structure SCHEDULE 5.3 — Disclosure Materials SCHEDULE 5.4 — Subsidiaries of the Premises 19 ARTICLE 8Company and Ownership of Subsidiary Stock SCHEDULE 5.5 — Financial Statements SCHEDULE 5.11 — Patents, Etc. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans SCHEDULE 5.14 — Use of Proceeds SCHEDULE 5.15 — Existing Debt; Future Liens EXHIBIT 1(a) — Form of 5.177% Senior Note, Series 2006-A, due February 9, 2011 EXHIBIT 1(b) — Form of 6.565% Senior Note, Series 2006-B, due February 9, 2011 EXHIBIT 4.4(a) — Form of Opinion of Special Counsel for the Company EXHIBIT 4.4(b) — Form of Opinion of Special Counsel for the Purchasers EXHIBIT 5.21 — Credit and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Collection Policy AMERICAN CAPITAL STRATEGIES, LTD. TO THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesGentlemen: AMERICAN CAPITAL STRATEGIES, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately LTD., a Delaware corporation (the “Company”), agrees with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with purchasers listed in the Commission. Exhibit "A" Survey of attached Schedule A (the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY“Purchasers”) as follows:

Appears in 1 contract

Sources: Note Purchase Agreement (American Capital Strategies LTD)

Page. Grant of Restricted Stock 10 7.2 Restricted Stock Agreement 10 7.3 Surrender Transferability 10 7.4 Other Restrictions 11 7.5 Removal of Restrictions 11 7.6 Voting Rights 11 7.7 Dividends and Other Distributions 11 7.8 Return of Restricted Stock to Company 12 SECTION 8 PERFORMANCE UNITS AND PERFORMANCE SHARES 12 8.1 Grant of Performance Units/Shares 12 8.2 Value of Performance Units/Shares 12 8.3 Performance Objectives and Other Terms 12 8.4 Earning of Performance Units/Shares 12 8.5 Form and Timing of Payment of Performance Units/Shares 13 8.6 Cancellation of Performance Units/Shares 13 SECTION 9 NONEMPLOYEE DIRECTOR OPTIONS 13 9.1 Granting of Options 13 9.2 Terms of Options 13 SECTION 10 MISCELLANEOUS 14 10.1 Deferrals 14 10.2 No Effect on Employment or Service 14 10.3 Participation 14 10.4 Indemnification 14 10.5 Successors 15 10.6 Beneficiary Designations 15 10.7 Limited Transferability of Awards 15 10.8 No Rights as Stockholder 15 SECTION 11 AMENDMENT, TERMINATION, AND DURATION 16 11.1 Amendment, Suspension, or Termination 16 11.2 Duration of the Premises 19 ARTICLE 8. Plan 16 SECTION 12 TAX WITHHOLDING 16 12.1 Withholding Requirements 16 12.2 Withholding Arrangements 16 SECTION 13 LEGAL CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans 16 13.1 Gender and Specifications 19 8.2 Construction Number 16 13.2 Severability 16 13.3 Requirements of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Law 17 13.4 Securities Law Compliance 17 13.5 Governing Law 37 19.13 Time is 17 13.6 Captions 17 EXECUTION 19 PALMSOURCE, INC., hereby establishes the PalmSource, Inc. 2003 Equity Incentive Plan, effective as of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY, 2003.

Appears in 1 contract

Sources: 2003 Equity Incentive Plan (Palmsource Inc)

Page. 7.3 Surrender Indemnification Provisions for the Benefit of the Premises 19 ARTICLE 8Mubadala Investors 62 14.3 Indemnification Provisions for Benefit of the Carlyle Parent Entities 62 14.4 Matters Involving Third Persons 62 14.5 Additional Indemnity Claims 63 14.6 Determination of Damages 65 14.7 Exclusive Remedy 65 15. DEFINED TERMS AND RULES OF CONSTRUCTION ACTIVITIES 65 15.1 Defined Terms 65 15.2 Rules of Construction 82 16. MISCELLANEOUS 82 16.1 Communications 82 16.2 Termination 83 16.3 Section Headings and Table of Contents and Construction 83 16.4 Entire Agreement 84 16.5 Successors and Assigns 84 16.6 Amendment and Waiver 84 16.7 Governing Law 84 16.8 Arbitration 84 16.9 Execution in Counterparts 86 16.10 Severability 86 16.11 Specific Performance 86 16.12 Confidentiality; No Public Announcement 87 Annex 1 – Address of Initial Note Holder; Payment Instructions Annex 2 – Address of Issuer Annex 3 – Name of Initial Unit Holders, Note Holders and Aggregate Principal Amount of Notes Annex 4 – Form of Allocation of Purchase Price for U.S. Federal Income Tax Purposes Schedule 6.1(b) – Organizational Chart Schedule 6.1(c) – Carlyle Parent Entities and Partner Holding Companies as Guarantors Schedule 6.2 – Capitalization of Carlyle Parent Entities Schedule 6.3 – Capitalization of Partner Holding Companies Schedule 6.10 – Litigation; Orders Schedule 6.11 – Related Party Transactions Schedule 6.12 – Operating Agreements; CalPERS Agreement; Subscription Agreement Schedule 6.15 – Conduct of the Carlyle Business Schedule 13.6 – Ownership of the Carlyle Parent Entities and the Partner Holding Companies Exhibit 1.3(a)(iii)(B)(1) – Form of Delaware Opinion Delivered by the Issuers Exhibit 1.3(a)(iii)(B)(2) – Form of Cayman Opinion Delivered by the Issuers Exhibit 1.3(a)(iii)(B)(3) – Form of ▇▇▇▇▇▇▇ Opinion Delivered by the Issuers Exhibit 1.3(a)(iii)(D) – Form of Amended and Restated Joinder Agreements Exhibit 1.3(b)(iv)(B) – Form of Opinion Delivered by the Mubadala Investors Exhibit A – Form of Note Exhibit B – Form of Registration Rights Agreement NOTE AND ALTERATIONS 19 8.1 Plans UNIT SUBSCRIPTION AGREEMENT, dated as of December 16, 2010, by and Specifications 19 8.2 Construction among TC Group, L.L.C., a Delaware limited liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership, TC Group Cayman Investment Holdings, L.P., a Cayman Island exempted limited partnership (collectively, and together with each of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation their successors and assigns, the “Carlyle Parent Entities”), Fortieth Investment Company L.L.C., a United Arab Emirates limited liability company registered in the Emirate of Utilities 20 8.5 Personal Property 20 8.6 Liens Abu Dhabi (the “Initial Note Holder”), each of MDC/TCP Investments (Cayman) I, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) II, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) III, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) IV, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) V, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) VI, Ltd., a Cayman Islands exempted company, and Notices Five Overseas Investment L.L.C., a United Arab Emirates limited liability company registered in the Emirate of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing Abu Dhabi (collectively and together with each of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole their affiliated successors and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificatesaffiliated assigns, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately the “Initial Unit Holders” and, together with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing Initial Note Holder, the “Mubadala Investors” and each, a “Mubadala Investor”), and solely for the purposes of Transfer; Change certain agreements and undertakings contained in Sections 13.6, 13.8, 13.9, 13.12 and 16 hereof, TCG Holdings, L.L.C., a Delaware limited liability company, TCG Holdings Cayman, L.P., a Cayman Islands exempted limited partnership, TCG Holdings II, L.P., a Delaware limited partnership, and TCG Holdings Cayman II, L.P., a Cayman Islands exempted limited partnership (collectively, and together with each of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay their successors and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with assigns, the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY“Partner Holding Companies”).

Appears in 1 contract

Sources: Note and Unit Subscription Agreement (Carlyle Group L.P.)

Page. 7.3 Surrender Shares of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Borrower; Subsidiaries; and Subsidiary Shares 58 5.1.3 Power and Authority 58 5.1.4 Validity and Binding Effect 58 5.1.5 No Conflict 59 5.1.6 Litigation 59 5.1.7 Financial Statements 59 5.1.8 Use of Proceeds; Margin Stock 60 5.1.9 Full Disclosure 61 5.1.10 Taxes 61 5.1.11 Consents and Approvals 61 5.1.12 No Event of Default; Compliance With Instruments and Material Contracts 62 5.1.13 Insurance 62 5.1.14 Compliance With Laws 62 5.1.15 Investment Companies; Regulated Entities 63 5.1.16 Plans and Specifications 19 8.2 Construction Benefit Arrangements 63 5.1.17 Employment Matters 64 5.1.18 Environmental Health and Safety Matters 64 5.1.19 Senior Debt Status 65 5.1.20 Property Matters 65 5.1.21 Patents, Trademarks, Copyrights, Licenses, Etc 67 5.1.22 Security Interests and Mortgage Liens 67 5.1.23 Status of LNG Facility 19 8.3 Pledged Collateral 68 5.1.24 Solvency 68 5.1.25 Anti-Terrorism Laws 69 5.1.26 Surety Bonds 70 5.1.27 Coal Supply Agreements 70 5.2 Updates to Schedules 70 6. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT 70 6.1 First Loans and Letters of Credit 71 6.1.1 Officer’s Certificate 71 6.1.2 Secretary’s Certificate 71 6.1.3 Delivery of Loan Documents 71 6.1.4 Opinion of Counsel 72 6.1.5 Legal Details 72 6.1.6 Payment of Fees 72 6.1.7 Consents 72 6.1.8 Officer’s Certificate Regarding No Material Adverse Change and Solvency 72 6.1.9 No Violation of Laws 73 6.1.10 No Actions or Proceedings 73 6.1.11 Insurance Covering Lessee's Work 20 8.4 Relocation Policies; Certificates of Utilities 20 8.5 Personal Property 20 8.6 Liens Insurance; Endorsements 73 6.1.12 Satisfactory Environmental Review 73 6.1.13 Satisfactory ERISA Review and Notices Other Due Diligence 73 6.1.14 UCC, Lien and Judgment Searches 74 6.1.15 Filing Receipts 74 6.1.16 Repayment of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYIndebtedness 74

Appears in 1 contract

Sources: Credit Agreement (Arch Coal Inc)

Page. 7.3 Surrender Right and Authority of Receiver or Lender in the Event of Default; Power of Attorney 61 Section 5.4 Occupancy After Foreclosure 62 Section 5.5 Notice to Account Debtors 62 Section 5.6 Cumulative Remedies 63 Section 5.7 Payment of Expenses 63 ARTICLE VI MISCELLANEOUS TERMS AND CONDITIONS 63 Section 6.1 Time of Essence 63 Section 6.2 Release of Mortgage 63 Section 6.3 Certain Rights of Lender 63 Section 6.4 Waiver of Certain Defenses 63 Section 6.5 Notices 64 Section 6.6 Successors and Assigns; Joint and Several Liability 64 Section 6.7 Severability 64 Section 6.8 Gender 64 Section 6.9 Waiver; Discontinuance of Proceedings 64 Section 6.10 Section Headings 65 Section 6.11 GOVERNING LAW 65 Section 6.12 Counting of Days 65 Section 6.13 Relationship of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Parties 65 Section 6.14 Application of the Proceeds of the Note 66 Section 6.15 Unsecured Portion of Indebtedness 66 Section 6.16 Cross Default 66 Section 6.17 Interest After Sale 66 Section 6.18 Inconsistency with Other Loan Documents 66 Section 6.19 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation this Document 66 Section 6.20 No Merger 66 Section 6.21 Rights With Respect to Junior Encumbrances 66 Section 6.22 Lender May File Proofs of Utilities 20 8.5 Claim 67 Section 6.23 Fixture Filing 67 Section 6.24 After-Acquired Property 67 Section 6.25 No Representation 67 Section 6.26 Counterparts 67 Section 6.27 Personal Property 20 8.6 Liens Liability 68 Section 6.28 Recording and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing Filing 68 Section 6.29 Entire Agreement and Modifications 68 Section 6.30 Intentionally Reserved 68 Section 6.31 Secondary Market 68 Section 6.32 Dissemination of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation 68 Section 6.33 Certain Matters Relating to Rebuild 22 9.2 No Abatement Property Located in the State of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice Connecticut 69 Section 6.34 REMIC Opinions 70 Section 6.35 Splitting the Loan 70 THIS MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (as the same may be from time to time amended, consolidated, renewed or replaced, this “ Mortgage ”) is made as of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole January 25, 2007 by 239 GREENWICH ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited partnership, as grantor (“ Borrower ”), whose address is c/o Acadia Realty Trust, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, to WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as beneficiary (together with its successors and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificatesassigns, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time “ Lender ”), whose address is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYCommercial Real Estate Services, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ URP – 4, NC 1075, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Appears in 1 contract

Sources: Mortgage, Security Agreement and Fixture Filing (Acadia Realty Trust)

Page. Conduct of Business; Maintenance of Existence and Assets 17 6.3 Compliance with Legal and Other Obligations 18 6.4 Insurance 18 6.5 Inspection 18 6.6 Use of Proceeds 19 6.7 Loans Secured 19 6.8 Further Assurances; Post Closing Deliveries 19 VII NEGATIVE COVENANTS 20 7.1 Financial Covenants 20 7.2 Indebtedness 20 7.3 Surrender Liens 21 7.4 Consolidations, Mergers and Investments 21 7.5 Restricted Payments 22 7.6 Transactions with Affiliates 23 7.7 Transfer of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES Assets; Issuance of Capital Stock 23 7.8 Holding Company 24 7.9 Organizational Documents; Accounting Changes; Use of Proceeds; Insurance; Business; Other Liabilities 24 7.10 Related Documents and Subordinated Debt 24 7.11 No Performance Restrictions 24 7.12 Certain Specific Agreements 25 VIII EVENTS OF DEFAULT 25 8.1 Events of Default 25 8.2 Certain Effects of Event of Default 27 IX RIGHTS AND ALTERATIONS 19 8.1 Plans REMEDIES 27 9.1 Rights and Specifications 19 8.2 Construction Remedies 27 9.2 Application of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Proceeds 29 9.3 Attorney in Fact 29 9.4 Rights and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Remedies not Exclusive 29 9.5 Changes in Law or Policy 29 9.6 Regulatory Matters 29 X WAIVERS AND JUDICIAL PROCEEDINGS 30 10.1 Certain Waivers 30 10.2 Amendments and Waivers 31 10.3 Survival 31 XI AGENT PROVISIONS; SETTLEMENT 31 11.1 Agent 31 11.2 Co-Agents and Other Designations 36 11.3 Set-off and Sharing of Payments 36 11.4 Disbursement of Advances and Term B Advances 36 11.5 Settlements; Payments; and Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement 37 11.6 Dissemination of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Information 38 11.7 Special Agent Advances 38 XII MISCELLANEOUS 38 12.1 Governing Law; Jurisdiction; Service of Process; Venue 38 12.2 Successors and Assigns; Assignments and Participations 39 12.3 Reinstatement; Application of Payments; Releases 40 12.4 Indemnity 40 12.5 Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer41 12.6 Severability; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Captions; Counterparts 41 12.7 Expenses 41 12.8 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time 41 12.9 Confidentiality and Publicity 41 12.10 No Consequential Damages 42 12.11 Joint and Several Liability 43 XIII TAXES 44 13.1 Taxes 44 XIV GUARANTY 46 14.1 Guaranty 46 14.2 Reinstatement 47 14.3 Additional Waivers 47 14.4 Continuing Guaranty 47 14.5 Maximum Liability 47 14.6 Subordination 48 14.7 Subrogation 48 14.8 Information Concerning Borrowers 48 This CREDIT AGREEMENT (this “Agreement”), dated as of March 21, 2007, is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcementsentered into by and among FIBERNET OPERATIONS, INC., a Delaware corporation (“FiberNet”), as a Borrower and a Credit Party; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted DEVNET L.L.C., a Delaware limited liability company (“Devnet”), as a Borrower and filed separately with a Credit Party; FIBERNET TELECOM GROUP, INC., a Delaware corporation (“Holdings”), as a Guarantor and a Credit Party; FIBERNET TELECOM, INC., a Delaware corporation (“FiberNet Telecom”), as a Guarantor and a Credit Party; AVAILIUS, LLC, a New York limited liability company (“Availius”), as a Guarantor and a Credit Party; LOCAL FIBER, LLC, a New York limited liability company (“Local Fiber”), as a Guarantor and a Credit Party; FIBERNET EQUAL ACCESS, L.L.C., a New York limited liability company (“FiberNet Equal Access”), as a Guarantor and a Credit Party; CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (in its individual capacity, “CapitalSource”), as administrative agent for the Commission. Exhibit "A" Survey of Lenders (CapitalSource, in such capacity, “Agent”); and the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions LENDERS from time to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYtime parties hereto.

Appears in 1 contract

Sources: Credit Agreement (Fibernet Telecom Group Inc\)