Definitions Generally Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. When used herein:
Services Generally The Fund shall be permitted to utilize ACCESS to obtain direct on-line access to its Accounts and Omnibus Accounts. ACCESS shall permit the Fund at the times mutually agreed upon by the Custodian and the Fund to receive reports, make inquiries, instruct the Custodian to disburse money in accordance with Section C, and perform such other functions as are more fully set forth in Exhibit E-2 hereto.
Allocations Generally The Company’s profit and loss shall be allocated to the Member.
Form Generally The Securities shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, the Internal Revenue Code of 1986, as amended, and regulations thereunder (the "Code"), or as may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. All Securities shall be in fully registered form. The Trustee's certificates of authentication shall be in substantially the form set forth in Section 2.3. Conversion notices shall be in substantially the form set forth in Section 2.4. Repurchase notices shall be substantially in the form set forth in Section 2.2. The Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any automated quotation system or securities exchange (including on steel engraved borders if so required by any securities exchange upon which the Securities may be listed) on which the Securities may be quoted or listed, as the case may be, all as determined by the officers executing such Securities, as evidenced by their execution thereof. Upon their original issuance, Securities issued as contemplated by the Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A shall be issued in the form of one or more Global Securities in definitive, fully registered form without interest coupons and bearing the Restricted Securities Legend. Such Global Security shall be registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Security, together with its Successor Securities which are Global Securities, are collectively herein called the "Restricted Global Security".
Taxes Generally All payments by the Borrower of principal of, and interest on, the Loans and all other Obligations shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes imposed on or measured by any Lender’s assets, net income, receipts or branch profits, (iii) any taxes (other than withholding taxes) with respect to the Agent or a Lender that would not be imposed but for a connection between the Agent or such Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Agent or such Lender pursuant to or in respect of this Agreement or any other Loan Document), and (iv) any taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges to the extent imposed as a result of the failure of the Agent or a Lender, as applicable, to provide and keep current (to the extent legally able) any certificates, documents or other evidence required to qualify for an exemption from, or reduced rate of, any such taxes fees, duties, levies, imposts, charges, deductions, withholdings or other charges or required by the immediately following subsection (c) to be furnished by the Agent or such Lender, as applicable (such non-excluded items being collectively called “Taxes”). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will:
Officers Generally The Company shall have the officers appointed by the Board in accordance with this Agreement. The same individual may simultaneously hold more than one office in the Company. Section 11.10 delegates to the Secretary, if such office be created and filled, the required responsibility of preparing minutes of the Board’s and the Member’s meetings and for authenticating records of the Company. If such office shall not be created and filled, then the Board shall delegate to one of the officers of the Company such responsibility.
Benefits Generally The Company shall make available to Executive, throughout the term of this Agreement, benefits as are generally provided by the Company to its executive officers, including but not limited to any group life, health, dental, vision, disability or accident insurance, 401(k) plan, or other such benefit plan or policy which may presently be in effect or which may hereafter be adopted by the Company for its executive officers and key management personnel; provided, however, that nothing herein contained shall be deemed to require the Company to adopt or maintain any particular plan or policy.
Investments Generally The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, directly or indirectly, acquire, make or purchase any Investment, or permit any Investment of such Person to be outstanding on and after the Agreement Date, other than the following:
Transfer Generally (a) The term “
Transfers Generally Tenant shall not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any interest therein, nor sublease the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by an Affiliate of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor of any liability under this Lease or Guarantee of Lease. A Transfer includes, without limitation (and the following shall be deemed to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any sublease, assignment or transfer which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection with any proposed Transfer, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to a Transfer to an Affiliate of Xxxxx Xxxxx, Inc. shall not be required provided: (i) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach of this Lease; and (iv) Tenant notified Landlord in writing of the Transfer to an Affiliate at least ten (10) days prior to the Transfer.
