Sears Xxxxxxx Acceptance Corp Sample Clauses

Sears Xxxxxxx Acceptance Corp. 6-1/2% Note due June 15, 2000 6-1/2% 6-1/2% Due 2000 Due 2000 Sears Xxxxxxx Acceptance Corp., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars upon presentation and surrender of this Note, on the fifteenth day of June, 2000, at the office or agency of the Company in the Borough of Manhattan in The City of New York or, at the option of the holder hereof, such office or agency, if any, maintained by the Company in the city in which the principal executive offices of the Company are located or the city in which the principal corporate trust office of the Trustee is located, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay interest on said principal sum at the rate of 6-1/2% per annum, either, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Security Register or at either of such offices or agencies, in like coin or currency, from the June 15 or December 15, as the case may be, next preceding the date hereof to which interest has been paid on the Notes referred to on the reverse hereof (unless the date hereof is the date to which interest has been paid on such Notes, in which case from the date hereof, or unless the date hereof is prior to December 15, 1995, in which case from June 13, 1995), semiannually, commencing on December 15, 1995, on June 15 and December 15, until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if this Note is dated after any June 1 and before the following June 15, or after any December 1 and before the following December 15, then this Note shall bear interest from such following June 15 or December 15, provided, however, that if the Company shall default in the payment of interest due on such following June 15 or December 15, this Note shall bear interest from the next preceding June 15 or December 15 to which interest has been paid on such Notes, or if no interest has been paid on such Notes, then from June 13, 1995. The interest so payable on any June 15 or December 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on the J...
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Sears Xxxxxxx Acceptance Corp. ADMINISTRATIVE PROCEDURE Medium-Term Notes Series VI (the "Notes") due at least nine months from the date of issue in the aggregate initial offering price of up to $1,000,000,000 are to be offered from time to time by Sears Xxxxxxx Acceptance Corp. (the "Company") through agents of the Company (together, in such capacity, the "Agents"). Each Agent has agreed to use its reasonable efforts to solicit offers to purchase Notes directly from the Company (an Agent, in relation to a purchase of a particular Note by a purchaser solicited by such Agent, being herein referred to as the "Selling Agent") and may also purchase Notes from the Company as principal (an Agent, in relation to a purchase of a Note by such Agent as principal other than pursuant to a Terms Agreement being herein referred to as the "Purchasing Agent"). The Notes are being sold pursuant to a Distribution Agreement, dated November 20, 2002 (the "Distribution Agreement"), between the Company, Sears, Xxxxxxx and Co. ("Sears") and the Agents, to which this Administrative Procedure is attached as Annex II. The Notes will be issued pursuant to an Indenture, dated as of October 1, 2002 (the "Indenture"), between the Company and BNY Midwest Trust Company, as Trustee (the "Trustee"). The Bank of New York, an affiliate of the Trustee, may perform certain duties of the Trustee described in this Administrative Procedure on behalf of the Trustee. The Notes will rank equally with all of the Company's other unsecured and unsubordinated debt and will have been registered under the Securities Act of 1933, as amended (the "Act"). Unless otherwise defined herein, terms defined in the Indenture or the Notes shall be used herein as therein defined. In the case of purchases of Notes by any Agent as principal, the relevant terms and settlement details related thereto, including the Time of Delivery referred to in the first paragraph of Section 8 of the Distribution Agreement, will (unless the Company and such Agent otherwise agree) be set forth in a Terms Agreement entered into between such Agent and the Company and Sears pursuant to the Distribution Agreement. The procedures to be followed during, and the specific terms of, the solicitation of offers by the Agents and the sale as a result thereof by the Company are explained below. The procedures are subject, and are qualified in their entirety by reference, to all of the respective provisions of the Distribution Agreement, the Notes and the Indenture. The Company wi...
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Sears Xxxxxxx Acceptance Corp. By _______________________________ President By ______________________________ Vice President, Finance and Assistant Secretary [Corporate Seal] [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Securities of the series designated and referred to in the within-mentioned Indenture. The Chase Manhattan Bank, N.A, as Trustee By __________________________________ Authorized Officer [FORM OF REVERSE SIDE OF NOTE] SEARS XXXXXXX ACCEPTANCE CORP.
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Sears Xxxxxxx Acceptance Corp as ABL Borrower, Second Lien Credit Agreement Borrower and Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Finance KMART CORPORATION, as ABL Borrower, Second Lien Credit Agreement Borrower and Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Controller and Chief Accounting Officer SEARS HOLDINGS CORPORATION, as Second Lien Notes Issuer and Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Controller and Chief Accounting Officer Acknowledgement — Intercreditor Agreement A&E HOME DELIVERY, LLC, as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President A&E LAWN & GARDEN, LLC, as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President A&E SIGNATURE SERVICE, LLC, as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President CALIFORNIA BUILDER APPLIANCES, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President Acknowledgement — Intercreditor Agreement FLORIDA BUILDER APPLIANCES, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President KLC, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President KMART HOLDING CORPORATION, as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Controller and Chief Accounting Officer KMART OF MICHIGAN, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President KMART OF WASHINGTON LLC, as Guarantor By: Kmart Corporation, as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Controller and Chief Accounting Officer Acknowledgement — Intercreditor Agreement KMART OPERATIONS LLC, as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Controller and Chief Accounting Officer KMART STORES OF ILLINOIS LLC, as Guarantor By: Kmart Corporation, as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Controller and Chief Accounting Officer KMART STORES OF TEXAS LLC, as Guarantor By: Kmart Corporation, as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Controller and Chief Accounting Officer XXXXX.XXX LLC, as Guarantor By: XxxxXxxxx.xxx, as Sole Member By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President Acknowledgement — Intercreditor Agreement...
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Sears Xxxxxxx Acceptance Corp. 6-1/8% Note due January 15, 2006
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Sears Xxxxxxx Acceptance Corp. Ladies and Gentlemen: We have acted as special counsel to Sears Xxxxxxx Acceptance Corp., a Delaware corporation (the "Company"), in connection with the preparation, execution and delivery of the 364 Day Credit Agreement dated as of February 24, 2003 (the "Credit Agreement"), among the Company the Lenders parties thereto, Bank One, N.A., as syndication agent, Baclays Bank PLC and Bank of America, N.A., as documentation agents, Xxxxxxx Xxxxx Barney, Inc. and Banc One Capital Markets, Inc., as joint lead arrangers and joint bookrunners, and Citibank, N.A., as Agent for said Lenders and certain other agreements, instruments and documents related to the Credit Agreement. This opinion is being delivered pursuant to Section 3.01(h)(iv) of the Credit Agreement. Terms used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the same meanings herein as ascribed thereto in the Credit Agreement. In rendering the opinions set forth herein, we have examined such certificates of public officials, certificates of officers of the Company and copies certified to our satisfaction of corporate documents and records of the Company, and have made such other investigations, as we have deemed relevant and necessary as a basis for such opinions. As to questions of fact material to the opinions set forth herein, we have relied, to the extent we have deemed reliance appropriate, without independent investigation, upon said certificates of public officials and of officers of the Company and representations and warranties of the Company in the Transaction Agreements (hereinafter defined). In rendering the opinions set forth herein, we have examined and relied on originals or copies of the following: the Credit Agreement; documents furnished pursuant to Article III of the Credit Agreement, and other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below herein.
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Sears Xxxxxxx Acceptance Corp. 6-3/4% Note due September 15, 2005 6-3/4% 6-3/4% Due 2005 Due 2005
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Sears Xxxxxxx Acceptance Corp. Delaware Kmart Corporation Michigan, Puerto Rico and Guam Sears Holdings Corporation Delaware A&E Home Delivery, LLC Delaware A&E Lawn & Garden, LLC Delaware A&E Signature Service, LLC Delaware California Builder Appliances, Inc. Delaware Florida Builder Appliances, Inc. Delaware KLC, Inc. Texas Kmart Holding Corporation Delaware Kmart Management Corporation Michigan Kmart of Michigan, Inc. Michigan Kmart of Washington LLC Washington Kmart Stores of Illinois LLC Illinois Kmart Stores of Texas LLC Texas Xxxxx.xxx LLC Delaware Lands’ End Direct Merchants, Inc. Delaware Lands’ End, Inc. Delaware MyGofer LLC Delaware Private Brands, Ltd. West Virginia Sears Authorized Hometown Stores, LLC Delaware and Puerto Rico Sears Brands Management Corporation Delaware and Puerto Rico Sears Holdings Management Corporation Delaware and Puerto Rico Sears Home Appliance Showrooms, LLC Delaware Sears Home Improvement Products, Inc. Pennsylvania Sears Outlet Stores, L.L.C. Delaware and Puerto Rico Sears Protection Company Illinois Sears Protection Company (Florida), L.L.C. Florida Sears, Xxxxxxx and Co. New York, Puerto Rico and Guam Sears, Xxxxxxx de Puerto Rico, Inc. Delaware and Puerto Rico SOE, Inc. Delaware StarWest, LLC Delaware Schedule 3 LOCATION OF JURISDICTION OF ORGANIZATION Grantor Jurisdiction of Organization Identification Number Sears Xxxxxxx Acceptance Corp. Delaware 0506120 Kmart Corporation Michigan 142467 Sears Holdings Corporation Delaware 3881360 A&E Home Delivery, LLC Delaware 3877029 A&E Lawn & Garden, LLC Delaware 3748766 A&E Signature Service, LLC Delaware 3748765 California Builder Appliances, Inc. Delaware 2862479 Florida Builder Appliances, Inc. Delaware 2143982 KLC, Inc. Texas 1276656 Kmart Holding Corporation Delaware 3648953 Kmart Management Corporation Michigan 47792C Kmart of Michigan, Inc. Michigan 33800A Kmart of Washington LLC Washington 602292492 Kmart Stores of Illinois LLC Illinois 00912026 Kmart Stores of Texas LLC Texas 800200422 Xxxxx.xxx LLC Delaware 3138594 Lands’ End Direct Merchants, Inc. Delaware 2863159 Lands’ End, Inc. Delaware 2099220 MyGofer LLC Delaware 4631467 Private Brands, Ltd. Xxxx Xxxxxxxx 000000 Sears Authorized Hometown Stores, LLC Delaware 4516552 Sears Brands Management Corporation Delaware 0617118 Sears Holdings Management Corporation Delaware 4041132 Sears Home Appliance Showrooms, LLC Delaware 4675850 Sears Home Improvement Products, Inc. Pennsylvania 2204417 Sears Outlet Stores, L.L.C. Delaware 4516559 Sears Pro...
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Related to Sears Xxxxxxx Acceptance Corp

  • Order Acceptance All orders are subject to acceptance only at Seller’s facility in Farmington, Connecticut. These Terms of Sale shall be deemed accepted by Buyer upon Seller’s receipt of Purchase Order from Buyer. No condition stated by Buyer shall be binding upon Seller if in conflict with, inconsistent with or in addition to the Terms of Sale, unless expressly accepted in a writing signed by Seller. In the event of conflict or differences in the terms or conditions of Buyer’s Purchase Order and the Terms of Sale herein, the Terms of Sale shall govern.

  • Xxxxxxx, 265 Cal App. 2d 40 (1968). By executing this Guaranty, Holdings freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that Holdings will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that Holdings will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by Holdings in this Guaranty include any right or defense that Holdings may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Obligations.

  • Product Acceptance Unless otherwise provided by mutual agreement of the Authorized User and the Contractor in the Authorized User Agreement, Authorized User(s) shall have sixty (60) days from the date of delivery to accept all Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Title or other property interest and risk of loss shall not pass from Contractor to the Authorized User until the Products have been accepted. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty

  • Engagement; Acceptance The Issuer engages Xxxxxxx Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer. Xxxxxxx Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.

  • Time for Acceptance Unless the Optionee shall evidence his/her acceptance of this Option by execution of this Agreement within ten (10) days after its delivery to him/her, the Option and this Agreement shall be null and void.

  • Xxxxxx Xxxxxxx Purchase Order and Sales Contact Email Please enter a valid email address that will definitely reach the Purchase Order and Sales Contact. 2 2 xxxxxx@xxxxxxxxxxxxxxxxx.xxx Purchase Order and Sales Contact Phone Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). 2 3 3152473177 Company Website Company Website (Format - xxx.xxxxxxx.xxx) 4 xxx.xxxxxxxxxxxxxxxxx.xxx Entity D/B/A's and Assumed Names You must confirm that you are responding to this solicitation under your legal entity name. Go now to your Supplier Profile in this eBid System and confirm that your profile reflects your "Legal Name" as it is listed on your W9. In this question, please identify all of your entity's assumed names and D/B/A's. Please note that you will be identified publicly by the Legal Name under which you respond to this solicitation unless you organize otherwise with TIPS after award. NGU Sports LIghting, LLC Primary Address Primary Address 6 0000 XXX Xxxx, Xxxxx 000 Primary Address City Primary Address City 2 7 Palm Beach Gardens Primary Address State Primary Address State (2 Digit Abbreviation) 2 8 FL Primary Address Zip Primary Address Zip 9 33410 Search Words Identifying Vendor Please list all search words and phrases to be included in the TIPS database related to your entity. Do not list words which are not associated with the bid category/scope (See bid title for general scope). This will help users find you through the TIPS website search function. You may include product names, manufacturers, specialized services, and other words associated with the scope of this solicitation. LED lighting, LED Sports Lighting, LED Indoor lighting, LED Field lighting, Sports lighting, Field lighting, Colored lighting, Convention Center Lighting Certification of Vendor Residency (Required by the State of Texas) Does Vendor's parent company or majority owner:

  • Xxxxxxxx-Xxxxx The Company is in compliance, in all material respects, with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder.

  • Xxxxxxx Xxxxxx LIMITED (a company registered in England and Wales with registered number 2104188), whose registered office is at 00 Xxx Xxxxxx, London EC4M 7EN (“Xxxxxxx Xxxxxx”);

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