The Agents have been appointed by the Company as its agents to sell the Securities and agree to use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Securities offered by the Company upon the terms and subject to the conditions contained herein. The Company reserves the right to appoint additional Agents to act as sales agents and/or principals, severally and not jointly, for the Securities. Any such additional Agent shall become a party to this Agreement and shall thereafter be subject to the provisions hereof and entitled to the benefits hereunder as an Agent upon the execution of a joinder letter substantially in the form attached hereto as Annex A, or such other form of acknowledgement acceptable to the Company, and delivery to the Company of addresses for notice hereunder. After the time an additional Agent is appointed, the Company shall deliver or cause to be delivered to such additional Agent copies of the documents delivered to the other Agents under Sections 7(o), 7(p), 7(q), 9(a)(5), 9(a)(7) and 9(a)(8).
The aggregate Sales Price of the Securities that may be sold pursuant to this Agreement and any Terms Agreements shall not exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate Sales Price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and none of the Agents shall have any obligation in connection with such compliance.
As used in this Agreement, the following terms have the respective meanings set forth below:
Applicable Time means the time of each sale of any Securities pursuant to this Agreement.
Commitment Period means the period commencing on the date of this Agreement and expiring on the date this Agreement is terminated pursuant to Section 13.
Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.
Existing Credit Agreements means (i) the Credit Agreement, dated as of October 2, 2018, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, (ii) the Credit Agreement, dated as of October 2, 2018, among Northwest Natural Gas Company, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, (iii) the Credit Agreement dated as of June 10, 2021, among NW Natural Water Company, the Company, Bank of America, N.A., as administrative agent, and the other parties thereto, and (iv) the Credit Agreement, dated as of June 10, 2021, among Northwest Natural Gas Company, U.S. Bank, National Association, as administrative agent, and the other parties thereto, in each case, as amended, supplemented or restated, if applicable, and including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable.