Final Expression This Agreement is the final expression of the terms and conditions of this VISA line of credit between you and Credit Union. This written Agreement may not be contradicted by evidence of any alleged oral agreement.
Defined expressions Words and expressions defined in the Loan Agreement and the other Finance Documents shall have the same meanings when used in this Agreement unless the context otherwise requires.
SEVERABILITY AND FINAL EXPRESSION This Agreement and the Disclosure are the final expression of the terms and conditions of your account. This written Agreement and Disclosure may not be contradicted by evidence of any alleged oral agreement. Should any part of this Agreement or the Disclosure be found to be invalid or unenforceable, all other parts of this Agreement and Disclosure shall remain in effect and fully enforceable to the fullest extent possible under this Agreement.
Background Screening VENDOR shall comply with all requirements of Sections 1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by SBBC in advance of VENDOR or its personnel providing any services under the conditions described in the previous sentence. VENDOR shall bear the cost of acquiring the background screening required by Section 1012.32, Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to VENDOR and its personnel. The parties agree that the failure of VENDOR to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling SBBC to terminate immediately with no further responsibilities or duties to perform under this Agreement. VENDOR agrees to indemnify and hold harmless SBBC, its officers and employees from any liability in the form of physical or mental injury, death or property damage resulting from VENDOR’s failure to comply with the requirements of this section or with Sections 1012.32 and 1012.465, Florida Statutes.
INDEX OF DEFINED TERMS Each of the following terms is defined on the page of this Agreement set forth opposite such term: Term Page Affiliate 1 Agreement 1 Amount 1 Beneficially Own 1 Board 2 Broad Distribution 2 Business Day 2 Bye-law Amendment 13 Bye-laws 2 Change of Control 2 Closing 3 Closing Date 3 Commission 3 Common Shares 3 Company 1 Company Securities 3 Confidentiality Agreement 28 Demand 16 Demand Registration 16 Exchange Act 3 FINRA 24 Group 3 Independent Director 3 Initial Primary Shares 3 Inspectors 21 Investor 1 Losses 25 NYSE 3 Offer Documents 3 Other Demanding Sellers 18 Other Proposed Sellers 18 Own 4 Permitted Transferee 4 Person 4 Piggyback Notice 18 Piggyback Registrable Amount 4 Piggyback Registration 18 Piggyback Seller 18 Piggyback Shareholder 4 Public Offering 4 Records 22 Registrable Amount 4 Registrable Securities 4 Registration Expenses 24 Requested Information 27 Requesting Shareholder 16 Schedule 14D-9 5 Securities Act 4 Selling Holders 20 Shareholder Directors 5 Shareholder Nominee Notice 13 Shareholder Nominees 5 Shareholders 5 Standstill Period 5 Tender Offer 10 Third Party Offer 5 Transaction Agreement 1 Transfer 5 Underwritten Offering 5 Voting Power of the Company 5
Apple and Android Devices The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site:
Background Screening and Security 14 These General Contract Conditions supersede and replace in their entirety all General Contract Conditions, Form PUR 1000, which is incorporated by reference in Rule 60A-1.002, Florida Administrative Code (F.A.C.)
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.
Product References a. “Or Equal” In all Solicitations or Bid Specifications, the words “or equal” are understood to apply where a copyrighted, brand name, trade name, catalog reference, or patented Product is referenced. References to such specific Product are intended as descriptive, not restrictive, unless otherwise stated. Comparable Product will be considered if proof of compatibility is provided, including appropriate catalog excerpts, descriptive literature, specifications and test data, etc. The Commissioner’s decision as to acceptance of the Product as equal shall be final.
Definitions and Scope 1.1 Employees shall have the right to present grievances in accordance with the procedures prescribed in this Article.
