AGREED TO AGREED TO: Date: Date: By: By:
By: ____________________________ By Name: Name: Title: Title:
And whereas The Lessor agrees to lease to the Lessee the Leased Premises in unprotected lease in accordance with the provisions set forth in this Agreement;
Agreed Terms means, in relation to a document, such document in the terms agreed between the Seller and the Purchaser and signed for identification purposes by the Seller’s Lawyers and the Purchaser’s Lawyers, with such alterations as may be agreed in writing between the Seller and the Purchaser from time to time;
Consent and Agreement means the Manufacturer Consent and Agreement [____], dated as of even date with the Participation Agreement, of Airframe Manufacturer.
By: Name Title: Date: ---------------------------------------------------
AND TO The registrar and transfer agent for the securities of Response Biomedical Corp. The undersigned (A) acknowledges that the sale of the securities of Response Biomedical Corp. (the “Company”) [represented by certificate number/described in the direct registration system advice with holder account number] ___________________, to which this declaration relates was made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as the same has been, and hereafter from time to time, may be amended (the “U.S. Securities Act”) and (B) certifies that (1) the undersigned is not an “affiliate” of the Company as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor” or an affiliate of “distributor”, (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing-off” the resale restrictions imposed because the securities are “restricted securities” as that term is described in Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to replace such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S under the U.S. Securities Act. DATED at __________ this ___ day of __________, 20__. By: Name: Title: AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN ACCORDANCE WITH SECTION (B)(2)(B) ABOVE) We have read the foregoing representations of our customer, _________________________ (the “Seller”) dated _______________________, with regard to our sale, for such Seller’s account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act); (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. Name of Firm By: Date: Authorized officer
ACCEPTED AND AGREED [TRANSFEREE] _________________________________ (Name)
the/this Agreement means the agreement as set out in this document and the Appendices hereto;
Signed by TITLE: FIRM: TELEPHONE NO: ADDRESS: DATE: CITY: STATE: ZIP: FEDERAL I.D. NO. OR SOCIAL SECURITY NO.: TAXPAYER IDENTIFICATION NUMBER REQUEST Eastern Kentucky University requires a Federal Tax Identification number or Social Security number for all vendors or persons doing business with the University in order to comply with Federal Regulations and tax reporting requirements. Please take a few minutes to fill out this information and return to us to ensure prompt payment of your invoices. Thank you for the valuable service you have provided Eastern Kentucky University, and we look forward to a long and lasting relationship. IF SENDING A W-9, PLEASE RETURN THIS FORM ALSO. For your convenience, you may return the information one of the following ways: FAX: Attn: Xxxxx @ 000-000-0000 E-Mail: Xxxxx.Xxxxxx@xxx.xxx Facilities Management Mail: Purchasing Division Eastern Kentucky University 000 Xxxxxxxxx Xxxxxx Phone: 000-000-0000 Commonwealth 1411 Richmond, Kentucky 40475 Phone # (000)000-0000 Please type or print legibly VENDOR INFORMATION Name of Firm * (Company or Individual) Phone Number * Make Checks Payable To * Address * Fax Number * Payment Address * Address Web Site Address or E-mail Payment Address Address Vendor Representative Name on Invoice * City * State * Zip* Federal Tax ID Number ** Social Security Number ** Willing to accept ACH payments * Yes No Bank Routing # Bank Account # Willing to accept credit card payments* Yes No Payment Terms * * required fields **Federal Tax ID Number- This field must be completed if “Name of Firm” is a company name. Social Security Number- This field must be completed if “Name of Firm” is an individual’s name. CERTIFICATION Under penalties of perjury. I certify that:
AS IS, WHERE IS AS IS, WHERE IS, without warranty, express or implied, with respect to any matter whatsoever; (4) “business day”: any day, other than a Saturday, Sunday, or legal holiday for commercial banks under the laws of the state of the Lessor’s notice address; (5) “governmental authority”: any federal, state, county, municipal, regional or other governmental authority, agency, board, body, instrumentality or court, in each case, whether domestic or foreign; (6) “person”: any individual, corporation, limited liability entity, partnership, joint venture, or other legal entity or a governmental authority, whether employed, hired, affiliated, owned, contracted with, or otherwise related or unrelated to Lessee or Lessor; and (7) “UCC” or “Uniform Commercial Code”: the Uniform Commercial Code as in effect in the State or in any other applicable jurisdiction; and any reference to an article (including Article 2A) or section thereof shall mean the corresponding article or section (however termed) of any such applicable version of the Uniform Commercial Code. (b) The following terms when used herein or in any of the Schedules shall be construed as follows: (1) “herein,” “hereof,” “hereunder,” etc.: in, of, under, etc. this Lease or such other Lease Document in which such term appears (and not merely in, of, under, etc. the section or provision where the reference occurs); (2) “including”: means including without limitation unless such term is followed by the words “and limited to,” or similar words; and (3) “or”: at least one, but not necessarily only one, of the alternatives enumerated. Any defined term used in the singular preceded by “any” indicates any number of the members of the relevant class. Any Lease Document or other agreement or instrument referred to herein means such agreement or instrument as supplemented and amended from time to time. Any reference to Lessor or Lessee shall include their permitted successors and assigns. Any reference to an applicable law shall also mean such law as amended, superseded or replaced from time to time.
and/or is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
Authorized Signature means the signature of an individual authorized to receive funds on behalf of an applicant and responsible for the execution of the applicant’s project.
Authorized Signatory means such senior personnel of a Person as may be duly authorized and designated in writing by such Person to execute documents, agreements and instruments on behalf of such Person.
General Provisions means those portions of the Subscription Agreement headed “General Provisions” and contained on pages 7 to 12;
WITNESSED BY By: /s/S. Xxxx Xxxx By: /s/Xxxxx Xxxxxx --------------- --------------- Xxxxx Xxxxxx Treasurer First Financial Fund, Inc. The High Yield Plus Fund, Inc.
Residential construction means construction on single-family or two-family dwellings occupied or used, or intended to be occupied or used, primarily for residential purposes, and includes real property pursuant to chapter 499B.
Bill of Sale means a bill or bills of sale in a form substantially in conformance with the form attached as the Exhibit B hereto.
Authorized Signer is any individual listed in Borrower’s Borrowing Resolution who is authorized to execute the Loan Documents, including making (and executing if applicable) any Credit Extension request, on behalf of Borrower.
Intentional Wrongdoing means an act or omission taken or omitted by a Party with knowledge or intent that injury or damage could reasonably be expected to result.
Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.