Reference to the Subadviser Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld.
Reference to Agreement Each of the Loan Documents, including the Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Agreement shall mean a reference to the Agreement as amended hereby.
Reference to Contract The contract number MUST appear on all invoices, packing lists, packages, and correspondence pertaining to the contract. If the number is not provided, the Department is not obligated to pay the invoice.
REFERENCE TO THE CREDIT AGREEMENT (a) Upon the effectiveness of this First Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", or words of like import shall mean and be a reference to the Credit Agreement, as affected and amended hereby.
Reference to Loan Agreement Each of the Loan Agreement and the Other Agreements, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement, as amended hereby, are hereby amended so that any reference in the Loan Agreement and such Other Agreements to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.
Reference to Credit Agreement The Credit Agreement and any and all other agreements, instruments or documentation now or hereafter executed and delivered pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference therein to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.
Avoidance of Inconsistent Position; Services Not Exclusive In connection with purchases or sales of portfolio securities and other investments for the account of the Fund, neither you nor any of your directors, officers or employees shall act as a principal or agent or receive any commission. You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities and other investments for the Fund's account with brokers or dealers selected by you in accordance with Fund policies as expressed in the Registration Statement. If any occasion should arise in which you give any advice to clients of yours concerning the Shares of the Fund, you shall act solely as investment counsel for such clients and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and services to others. In acting under this Agreement, you shall be an independent contractor and not an agent of the Trust. Whenever the Fund and one or more other accounts or investment companies advised by you have available funds for investment, investments suitable and appropriate for each shall be allocated in accordance with procedures believed by you to be equitable to each entity. Similarly, opportunities to sell securities shall be allocated in a manner believed by you to be equitable. The Fund recognizes that in some cases this procedure may adversely affect the size of the position that may be acquired or disposed of for the Fund.
DOES THE SPR NEED TO BE UPDATED IF INFORMATION CHANGES Yes. It remains a continuing obligation of the principal or his/her authorized agent to update the SPR whenever any of the information provided on the initial form changes. WHERE DO THE SPR AND ANY UPDATES NEED TO BE FILED? The SPR needs to be filed with the County Department or County Division processing the application or matter. If and when an additional expenditure is incurred subsequent to the initial filing of the SPR, an amended SPR needs to be filed with the County Department or County Division where the original application, including the initial SPR, was filed. WHEN DO THE SPR AND ANY UPDATES NEED TO BE FILED? In most cases, the initial SPR needs to be filed with the other application forms. The SPR and any update must be filed with the appropriate County Department or County Division not less than seven (7) days prior to the BCC hearing date so that they may be incorporated into the BCC agenda packet. (See Section 2-354(b), Orange County Code.) When the matter is a discussion agenda item or is the subject of a public hearing, and any additional expenditure occurs less than 7 days prior to BCC meeting date or updated information is not included in the BCC agenda packet, the principal or his/her authorized agent is obligated to verbally present the updated information to the BCC when the agenda item is heard or the public hearing is held. When the matter is a consent agenda item and an update has not been made at least 7 days prior to the BCC meeting or the update is not included in the BCC agenda packet, the item will be pulled from the consent agenda to be considered at a future meeting.
INDEX OF EXHIBITS Exhibit A Lease Agreement Exhibit B Option Agreement Exhibit C Bill xx Sale Exhibit D-1 Opinion of Counsel to Buyer Exhibit D-2(a) Opinion of Counsel to the Companies and the Shareholder Exhibit D-2(b) Opinion of Counsel to the Companies and the Shareholder Exhibit E Assumption Agreement Exhibit F Cleanup Escrow Agreement Exhibit G General Escrow Agreement Exhibit H Registration Rights Agreement Exhibit I Employment Agreements Schedule 1.1(k) Prepaid Expenses Schedule 1.2(c) Deferred Income Taxes Schedule 1.2(e) Insurance Policies Schedule 1.2(g) Other Excluded Assets Schedule 1.2(h) Shareholder Personal Property Schedule 4.1 Jurisdictions in which Qualified to do Business Schedule 4.5 Capitalization of the Companies; Shareholder Schedule 4.6 Violations; Conflicts; etc. Schedule 4.8 Subsidiaries Schedule 4.9 Financial Statements Schedule 4.10 Changes since the Current Balance Sheet Date Schedule 4.11 Liabilities Schedule 4.12 Litigation Schedule 4.13 Environmental Matters Schedule 4.14(a) Owned Premises Schedule 4.14(b) Leased Premises Schedule 4.14(c) Additional Locations Schedule 4.15 Title to and Condition of Assets Schedule 4.16 Compliance with Laws Schedule 4.17 Labor and Employment Matters Schedule 4.18 Employee Benefit Plans Schedule 4.19 Tax Matters Schedule 4.20 Insurance Schedule 4.21 Receivables Schedule 4.22 Licenses and Permits Schedule 4.23 Relationships with Customers and Suppliers Schedule 4.24 Intellectual Property Schedule 4.25 Purchased Contracts Schedule 4.27 Documents Not Prepared by Companies or Shareholder Schedule 4.30 Names Schedule 4.31 Commissions Schedule 4.33(a) Fixed Asset Schedule Schedule 4.33(b) Liability Schedule Schedule 5.5 SEC Filings and Financial Information Schedule 6.2 Negative Covenants Schedule 11.19(a) Remediation Plan ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is entered into effective as of January 20, 1998, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); AMI Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of MTLM ("AMI" together with MTLM, "BUYER"); Aerospace Metals, Inc., a Connecticut corporation ("AEROSPACE"); Aerospace Parts Security, Inc., a Connecticut corporation ("SECURITY"); The Suisxxx Xxxanium Corporation, a Connecticut corporation and a wholly-owned subsidiary of Aerospace ("TITANIUM") (Aerospace, Security and Titanium are hereinafter sometimes referred to individually as a "COMPANY" and collectively as the "COMPANIES"); and Michxxx Xxxxxxx, xxing the sole shareholder of Aerospace and Security ("SHAREHOLDER"). Certain other capitalized terms used herein are defined in Article XIII or elsewhere throughout this Agreement.
Reference to Adviser and Subadviser (a) Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to the Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.
