Secretary of State of the State of Delaware Sample Clauses

Secretary of State of the State of Delaware. The Buyer understands that the Company may only make a limited pledge of its first tier non-U.S. Subsidiary’s (as defined below) stock and that the Company’s non-U.S. Subsidiaries may not pledge or guaranty any of their assets as part of the Security Agreement in order to avoid adverse tax consequences to the Company. The Buyer further understands that, therefore, notwithstanding anything in the Transaction Documents, the security interest granted in the Security Agreement may not be perfected with respect to any specific assets and/or may not have the priority specified in the Security Agreement.
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Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time").
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Secretary of State of the State of Delaware. 2. Filing of UCC-1 Financing Statement with respect to the Collateral of each of the Guarantors with the Secretary of State of Colorado. LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE Legal name of the Borrower: Teton Energy Corporation Address: 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 All names and trade names that the Borrower has used in the last five years: None Jurisdictions of organization over the last five years: Delaware Current jurisdiction of organization: Delaware Organizational number: 2896826 Taxpayer identification number: 00-0000000 Location of chief executive office or sole place of business over the last five years: 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Legal name of the Borrower: Teton North America LLC Address: 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 All names and trade names that the Borrower has used in the last five years: None Jurisdictions of organization over the last five years: Colorado Current jurisdiction of organization: Colorado Organizational number: 20051069170 Location of chief executive office or sole place of business over the last five years: 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Legal name of the Borrower: Teton Piceance LLC Address: 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 All names and trade names that the Borrower has used in the last five years: None Jurisdictions of organization over the last five years: Colorado Current jurisdiction of organization: Colorado Organizational number: 20051069213 Location of chief executive office or sole place of business over the last five years: 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Legal name of the Borrower: Teton DJ LLC Address: 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 All names and trade names that the Borrower has used in the last five years: None Jurisdictions of organization over the last five years: Colorado Current jurisdiction of organization: Colorado Organizational number: 20051069240 Location of chief executive office or sole place of business over the last five years: 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Legal name of Obligor: Teton Williston LLC Address: 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 All names and trade names that the Borrower has used in the last five years: None Jurisdictions of organization over the last five years: Colorado Current jurisdiction of organization: Colorado Organizational number: 20061183886 Location of ch...
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Secretary of State of the State of Delaware. CONFORMED COPY as amended by Amendment No. 1 thereto dated as of September 25, 2015 CREDIT AGREEMENT dated as of June 1, 2015 among EDGEWELL PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.), The Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and CITIBANK, N.A. as Co-Syndication Agents X.X. XXXXXX SECURITIES LLC, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. AND CITIGROUP GLOBAL MARKETS INC. as Joint Bookrunners and Joint Lead Arrangers TABLE OF CONTENTS Page Article I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 27 SECTION 1.03 Terms Generally 27
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Related to Secretary of State of the State of Delaware

  • Secretary of State The Secretary of State of the State of Delaware.

  • Requirements of the State of Kansas 1. The contractor shall observe the provisions of the Kansas Act against Discrimination (Kansas Statutes Annotated 44-1001, et seq.) and shall not discriminate against any person in the performance of work under the present contract because of race, religion, color, sex, disability, and age except where age is a bona fide occupational qualification, national origin or ancestry;

  • Nevada CANCELLATION section is amended as follows: No claim incurred or paid will be deducted from the amount to be returned in the event of cancellation. We may not cancel this Agreement without providing You with written notice at least fifteen (15) days prior to the effective date of cancellation. Such notice shall include the effective date of cancellation and the reason for cancellation. A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within thirty (30) days of receipt of returned service Agreement. ARBITRATION section of this Agreement is removed. In emergency situations that defects immediately endanger the health and safety of You, repairs will commence within 24 hours after the report of the claim and will be completed as soon as reasonably practicable thereafter; and if We determine that repairs cannot practicably be completed within three (3) calendar days after the report of the claim, We will provide a status report to You no later than three (3) calendar days after the report of the claim that will include: 1) A list of the required repairs or services, 2) the primary reason causing the required repairs or services to extend beyond the three

  • Oregon Upon failure of the Obligor to perform under the Agreement, the insurer shall pay on behalf of the Obligor any sums the Obligor is legally obligated to pay and any service that the Obligor is legally obligated to perform. Termination of the reimbursement policy shall not occur until a notice of termination has been mailed or delivered to the Director of the Department of Consumer and Business Services. This notice must be mailed or delivered at least 30 days prior to the date of termination. CANCELLATION section is amended as follows: You, the Service Agreement Holder may apply for reimbursement directly to the insurer if a refund or credit is not paid before the 46th day after the date on which Your Agreement is returned to the provider. ARBITRATION section of this Agreement is removed.

  • Principal Place of Business; State of Organization (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

  • Michigan If performance under this Agreement is interrupted because of a strike or work stoppage at Our place of business, the effective period of the Agreement shall be extended for the period of the strike or work stoppage.

  • Minnesota CANCELLATION section is amended as follows: A ten percent (10%) penalty per month shall be applied to refunds not paid or credited within thirty (30) days of receipt of returned Service Agreement. Mississippi: ARBITRATION section of this Agreement is removed.

  • Georgia Coverage is effective upon the expiration of the shortest portion of the manufacturer’s warranty. In the “WHAT IS NOT COVERED” section of this Agreement, exclusion (E) is removed and replaced with: Any and all pre-existing conditions known by You that occur prior to the effective date of this Agreement and/or any sold “AS- IS” including but not limited to floor models, demonstration models, etc. CANCELLATION section is amended as follows: If You cancel after thirty (30) days of receipt of Your Agreement, You will receive a pro rata refund of the Agreement price. In the event of cancellation by US, notice of such cancellation will be in writing and given at least thirty (30) days prior to cancellation. Cancellation will comply with Section 33-24-44 of the Code of Georgia. Claims paid and cancellation fees shall not be deducted from any refund owed as a result of cancellation. Any refund owed and not paid as required is subject to a penalty equal to twenty-five percent (25%) of the refund owed and interest of eighteen percent (18%) per year until paid; however, such penalty shall not exceed fifty percent (50%) of the amount of the refund. We may not cancel this Agreement except for fraud, material misrepresentation, or non-payment by You. ARBITRATION section of this Agreement is removed.

  • Utah This Agreement is subject to limited regulation by the Utah Insurance Department. To file a complaint, contact the Utah Insurance Department. Coverage afforded under this Agreement is not guaranteed by the Utah Property and Casualty Guaranty Association. Proof of loss should be furnished by You to the Administrator as soon as reasonably possible. Failure to furnish such notice or proof within the time required by this Agreement does not invalidate or reduce a claim. CANCELLATION section is amended as follows: We can cancel this Agreement during the first sixty (60) days of the initial annual term by mailing to You a notice of cancellation at least thirty (30) days prior to the effective date of cancellation except that We can also cancel this Agreement during such time period for non-payment of premium by mailing You a notice of cancellation at least ten (10) days prior to the effective date of cancellation. After sixty (60) days have elapsed, We may cancel this Agreement by mailing a cancellation notice to You at least ten (10) days prior to the cancellation date for non-payment of premium and thirty (30) days prior to the cancellation date for any of the following reasons: (a) material misrepresentation, (b) substantial change in the risk assumed, unless the We should reasonably have foreseen the change or contemplated the risk when entering into the Agreement or (c) substantial breaches of contractual duties, conditions, or warranties. The notice of cancellation must be in writing to You at Your last known address and contain all of the following: (1) the Agreement number, (2) the date of notice, (3) the effective date of the cancellation and, (4) a detailed explanation of the reason for cancellation. Any matter in dispute between You and the company may be subject to arbitration as an alternative to court action pursuant to the rules of (the American Arbitration Association or other recognized arbitrator), a copy of which is available on request from the company. Any decision reached by arbitration shall be binding upon both You and the company. The arbitration award may include attorney's fees if allowed by state law and may be entered as a judgment in any court of proper jurisdiction.

  • Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity (a) Amend, modify or change its Organization Documents in a manner adverse to the Lenders.

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