Terms Agreements Sample Clauses

Terms Agreements. The Company agrees that whenever (1) it determines to sell Shares directly to the Agent, acting as principal, or (2) the Forward Purchaser or its affiliate sells to the Agent, acting as principal, as part of a Forward Sale pursuant to the Master Confirmation, the Company shall enter into a written terms agreement (a “Terms Agreement”) with the Agent and, in the case of a Forward Sale, the Forward Purchaser relating to such sale. Such Terms Agreement shall be in substantially the form of Schedule I hereto, in the case where the Agent is purchasing as principal from the Company, or Schedule II hereto, in the case of any Terms Agreement entered into in connection with a Forward Sale. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement.
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Terms Agreements. Each sale of the Shares to the Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Manager. The commitment of the Manager to purchase Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Manager pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Manager in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ and reserve engineer letters and officers’ certificates pursuant to Section 6 and any other information or documents required by the Manager.
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Terms Agreements. Daycare and Boarding I understand that a behavioural assessment has been done to ensure that my dog is able to adapt to the daycare and boarding environment:________ (Owner’s Initials) All daycare dogs must be dropped off Monday- Friday by 1:00pm and picked up no later than 6:30pm (close of business), Saturday drop-off between 9:00am- 11:00am with pick-up between 4:00pm-6:00pm(close of business), or an over-time charge of $20.00 will be applied:________ (Owner’s Initials) It is owner’s responsibility to report any illness or limitation the dog may have upon arrival for daycare or boarding:________ (Owner’s Initials) I agree to have my dog attend a minimum of 2 half days of daycare prior to any boarding stay should my pet not be a consistent (minimum bi-weekly visits) daycare attendee:________ (Owner’s Initials) Owners will provide all necessary food, medications, treats, toys, and instructions for time of visit. Four on the Floor reserves the right to purchase additional food and/or supplies if required at the owners expense: ________ (Owner’s Initials) Boarding and Daycare Drop-off’s are available by Four on the Floor employees. It is agreed that Four on the Floor will retain keys and any necessary access codes to Owners property. If the Owner wishes to quit the pick-up/drop-off amenity any said keys or access codes will be returned in person to the owner: ________ (Owner’s Initials) I understand that Four On The Floor has the right to refuse any participants and services as well as the right of dismissal of any dog and client : ________ (Owner’s Initials) INJURY OR HEALTH RISKS It is the owner’s responsibility to insure their dog’s vaccinations and boosters are up to date and the general health of their animals is good: ________ (Owner’s Initials) Four on the Floor will produce an “Incident report” for any incident that has resulted in serious injury to any animal. Any owner whose dog is involved in a serious incident will review a copy of the report and documents will be kept on file at Four on the Floor: ________ (Owner’s Initials) In the event of an emergency involving the health of any animal under care and control of Four on the Floor, the owner herby authorizes Four on the Floor to obtain such emergency veterinarian care of Owners animal(s) Four on the Floor may deem necessary: ________ (Owner’s Initials) Owner further authorizes to incur veterinarian costs for emergency care. Owner agrees to not hold Four on the Floor liable for any veterinary cha...
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Terms Agreements. You agree that my role is limited to providing treatment and that you will not involve me in any legal dispute, especially a dispute concerning custody or custody arrangements. I will not testify or otherwise get involved with lawyers during civil litigation or other legal proceedings. In the unusual circumstances that you are involved in a legal proceeding that requires my participation, you will be expected to pay for all of my professional time, including preparation and transportation costs, even if I am called to testify by another party. Because of the complexity and difficulty of legal involvement I charge a separate fee. I offer in person therapy and teletherapy. Recording any therapeutic session whether it be in face to face therapy, audio or videoconferencing is prohibited by any party including the therapist or client without the other party’s written permission. Violation of this policy by covert recording will lead to termination of therapy. Please note that during the summer months I will only be offering teletherapy sessions but will resume in-person therapy from September to June. Lastly, I may bring my dog named Xxxxx, who is a Golden Retriever, to my office. She’s lovely. I have read and understand Xxxxxxxx Xxxxx’x therapeutic contract and agree to abide by its terms.
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Terms Agreements. The obligation of the Underwriters to purchase, severally and not jointly, and of the Bank to sell, Underwritten Securities will be evidenced by a Terms Agreement delivered at the time the Bank agrees to sell such Underwritten Securities. The Terms Agreement will specify the firm or firms which will be underwriters (the “Underwriters,” which term shall include any Underwriters substituted in accordance with Section 7 hereof), the “Representative,” if any, of such Underwriters for all purposes of this Agreement and the related Terms Agreement, the principal amount of Underwritten Securities to be purchased by each Underwriter, the purchase price to be paid by the Underwriters for such Underwritten Securities, the agreed initial public offering price, if any, of such Underwritten Securities, whether the Underwriters are authorized to solicit institutional investors to purchase such Underwritten Securities pursuant to Delayed Delivery Contracts as set forth in Section 3 hereof, certain terms thereof and the Underwriters’ compensation therefor, and certain other agreed terms of such Underwritten Securities (including, but not limited to, designations, denominations, interest rates and interest payment dates, if any, and maturity and redemption provisions, if any). Debt Securities that are subject to a Terms Agreement are referred to herein, for all purposes of such Terms Agreement, as the “Underwritten Securities.” As used herein, the term “Representative[s]” means such Underwriter [or Underwriters] so specified in the related Terms Agreement and, if no Underwriter is so specified, shall mean each Underwriter. Any selling restrictions applicable to the offering of Underwritten Securities, in addition to those set forth in Section 12 hereof, shall be set forth in the applicable Terms Agreement; and the Underwriters hereby severally represent and warrant to the Bank that they will comply with any such selling restrictions set forth therein.
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Terms Agreements. All Villa Options (AVO) is an independent for sale/ for rent by owner marketing and advertising company and a wholly owned subsidiary of G-Star Services, LLC. AVO is NOT a real estate brokerage firm nor is AVO affiliated with any vacation property resort. XXX does not engage in any activities described in F.S. 475.01(1)(a). Owner gives AVO the permission to promote and advertise the property on the internet, conventions, tradeshows, magazines, face to face and elsewhere to make information concerning the property available to potential buyers, renters, real estate agents, travel agents, brokers, corporate event planners and others. AVO does not provide or assist in any direct sale or any other real estate brokerage service other than advertising your timeshare interest for sale or rent by you. Any offers submitted by prospective buyers utilizing AVO ‘s advertising will be promptly forwarded to the vacation property owner. Upon receipt of an offer, the vacation property owner can choose to handle the transaction on his/her own or retain an independent broker/closing company. If an owner chooses to retain a broker/closing agent, there may be fees associated with the rental/sale that AVO has no control over. You should review your vacation property/timeshare interest purchase documents in order to determine if you have the ability to rent out your vacation property/ timeshare interest. XXX makes no representation as to your ability to rent your vacation property/ timeshare interest, and you are solely responsible to determine if you may rent your vacation property/ timeshare. This agreement does NOT guarantee a sale or a rental. Initial term of advertising is ninety (90) days. AVO will continue advertising the property at no additional cost until the property is rented or sold upon written or verbal notification. To renew, you may call or email us at: xxxxx@xxxxxxxxxxxxxxx.xxx. Owners' notification regarding any requested extension must be received by AVO prior to the end of the ninety (90) day period and prior to the expiration of each ninety (90) day period thereafter. AVO does not state or imply that any sales or rentals have been achieved or generated as a result of its advertising service. AVO does not state or imply that your vacation property/ timeshare interest has a specific resale or rental value or that it can be sold or rented within any specific time. AVO cannot and does not appraise the value or rental price of your vacation property/timeshare. ...
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Terms Agreements. The Subscription Agreement and Operating Agreement each Investor in the Search Fund will be required to execute and deliver will contain additional terms including, without limitation, representations from the Investor regarding compliance with
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Related to Terms Agreements

  • Terms Agreement The Representatives may terminate the applicable Terms Agreement, by notice to the Company, at any time at or prior to the Closing Time or any relevant Date of Delivery, if (i) there has been, since the time of execution of such Terms Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto, after the date of the applicable Terms Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if the Underwritten Securities include debt securities denominated or payable in, or indexed to, one or more foreign or composite currencies, in the international financial markets, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives impracticable or inadvisable to market the Underwritten Securities or to enforce contracts for the sale of the Underwritten Securities, or (iii) (a) trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange (or any successor thereto), or (b) if trading generally on the New York Stock Exchange or in the Nasdaq Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by either of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) a banking moratorium has been declared by either Federal or New York authorities or, if the Underwritten Securities include debt securities denominated or payable in, or indexed to, one or more foreign or composite currencies, by the relevant authorities in the related foreign country or countries, or (v) there has occurred, since the time of execution of such Terms Agreement, a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by a NRSRO, or since the time of execution of such Terms Agreement, any such NRSRO shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

  • Underwriting Agreements If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Sections 2.1 or 2.3, the Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of each class of the Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.4. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities, such holder’s intended method of distribution and any other representations required by law.

  • Underwriter Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market” or continuous equity transaction.

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Descriptions of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Subscription Agreements The Company shall have entered into the Subscription Agreements with each of the Investors, and such agreements shall be in full force and effect on the Closing Date.

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Further Agreements of the Company and the Underwriters (a) The Company agrees:

  • Offering Documents Upon your request, we will furnish, make available to you or make arrangements for you to obtain copies (which may, to the extent permitted by law, be in electronic form) of each prospectus, prospectus supplement, offering memorandum, offering circular or similar offering document, and any preliminary version thereof, as soon as reasonably practicable after sufficient quantities thereof have been made available by the issuer of the Securities (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities. You agree that you will comply with the applicable United States federal and state laws, and the applicable rules and regulations of any regulatory body promulgated thereunder, and the applicable laws, rules and regulations of any non-United States jurisdiction, governing the use and distribution of offering materials by brokers and dealers. You represent and warrant that you are familiar with Rule l5c2-8 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), relating to the distribution of preliminary and final prospectuses and agree that your purchase of Securities shall constitute your confirmation that you have delivered and will deliver all preliminary prospectuses and final prospectuses required for compliance therewith. You agree to make a record of your distribution of each preliminary prospectus and, when furnished with copies of any revised preliminary prospectus or final prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a preliminary prospectus. You agree that, in purchasing Securities, you will rely upon no statement whatsoever, written or oral, other than the statements in the final prospectus, offering memorandum, offering circular or similar offering document delivered to you by us. You are not authorized by the Issuer or other Seller of Securities offered pursuant to a final prospectus, offering memorandum, offering circular or similar offering document or by any Underwriters to give any information or to make any representation not contained therein in connection with the sale of such Securities.

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