Xxxxxxxxxx xx Xxxxxxxxx. Xx xxxxxxxxxx xx additions to this Agreement shall be binding unless in writing and signed by each of the parties hereto.
Xxxxxxxxxx xx Xxxxxxxxx. X xxxx xx xxx Xxxxxxxxxtes of Trust of the Trusts are on file with the Secretary of State of the State of Massachusetts , and notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trusts as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trusts individually but binding only upon the assets and property of the Trusts.
Xxxxxxxxxx xx Xxxxxxxxx. X xxxx xx xxx Xxxxxxxxate of Trust of the Trust is on file with the Secretary of State of the State of Delaware, and notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust individually but binding only upon the assets and property of the Trust or applicable series of the Trust.
Xxxxxxxxxx xx Xxxxxxxxx. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Trust under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Agreement and by any person claiming by, through or under them and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaking by the Trust under this Agreement or any related documents. [Signature Page Follows]
Xxxxxxxxxx xx Xxxxxxxxx. 1.1 Approval by Stockholders of Transfusion Technologies Corporation. This Agreement shall be binding upon the parties hereto only upon approval of the payments and benefits to be provided hereunder by the stockholders of Transfusion Technologies Corporation by a vote satisfying the shareholder approval requirements of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986, as amended (the "Shareholder Approval"), and upon the closing described in 1.2 below. Without such Shareholder Approval and closing, this Agreement shall be null and void and no payments hereunder shall be made.
Xxxxxxxxxx xx Xxxxxxxxx. (x) Beginning on the date that (i) the Notes have an Investment Grade Rating and (ii) no Default or Event of Default shall have occurred and be continuing, and ending on the date (the “Reversion Date”) that either Rating Agency ceases to have an Investment Grade Rating on the Notes (such period of time, the “Suspension Period”), the Issuer and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture (collectively, the “Suspended Covenants”):
Xxxxxxxxxx xx Xxxxxxxxx. X copy of the Certificate of Trust of the Trust is on file with the Secretary of State of the State of Delaware, and notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust individually but binding only upon the assets and property of the Trust.
Xxxxxxxxxx xx Xxxxxxxxx. Xxx xeclaratixx xx xxxxx of the Fund is on file with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund by the Fund's officers as officers and not individually and the obligations imposed upon the Fund by this Agreement are not binding upon any of the Fund's shareholders individually but are binding only upon the assets and property of the Fund. Very truly yours, ENERGY INCOME AND GROWTH FUND By: /s/ James A. Bowen ------------------------------------ Name: James A. Bowen Title: Prxxxxxxx FIRST TRUST ADVISORS L.P. By: /s/ James A. Bowen ------------------------------------- Name: James A. Bowen Title: Prexxxxxx ENERGY INCOME PARTNERS, LLC By: /s/ Eva Pao ------------------------------------- Name: Eva Pao Title: Managing Dxxxxxxx Accepted as of the date hereof Morgan Stanley & Co. LLC Citigroup Global Markets Inc. RBC Capital Xxxxxtx, XXX Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto By: Morgan Stanley & Co. LLC By: /s/ Susan Portelli -------------------------------------------- Xxxx: Xxxan Portelli Title: Executive Director By: Citigroup Glxxxx Xxxxxxx Xnc. By: /s/ Kevin Deignan -------------------------------------------- Xxxx: Xxxin Deignan Title: Managing Director By: RBC Capital Maxxxxx, XXX Xy: /s/ Lance Tupper -------------------------------------------- Xxxx: Xxxce Tupper Title: Managing Director SCHEDULE I NUMBER OF FIRM SHARES TO BE UNDERWRITER PURCHASED Morgan Stanley & Co. LLC........................................ 000,000 Xitigroup Global Markets Inc.................................... 910,000 RBC Capital Markets, LLC........................................ 420,000 Oppenheimer & Co. Inc........................................... 000,000 Robert W. Baird & Co. Incorporated.............................. 000,000 Total:................................................. 2,800,000 SCHEDULE II OMITTING PROSPECTUSES
Xxxxxxxxxx xx Xxxxxxxxx. Xxx Xxxtributxx xx xxxxxxxxy put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust of the Trust and agrees that the obligations assumed by the Trust under this contract shall be limited in all cases to the Trust and its assets. The Distributor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust, nor shall the Distributor seek satisfaction of any such obligation from the Trustees or any individual Trustee of the Trust. The Distributor understands that the rights and obligations of each series of shares of the Trust under the Declaration of Trust are separate and distinct from those of any and all other series.
Xxxxxxxxxx xx Xxxxxxxxx. Xxxxxxxxxx Xx. 0 Right of Entry and License Agreement (Due Diligence) Attachment Xx. 0 Xxxxx Xxxx Xxxxxxxxxx Xx. 0 Purchase Price Loan Promissory Note Attachment No. 7 Purchase Price Loan Deed of Trust Attachment No. 8 Schedule of Performance
