Grouped Into 12 Collections of Similar Clauses From Business Contracts
This page contains Introduction clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Introduction. The purpose of this AppLovin Corporation Executive Change in Control and Severance Plan (the "Plan") is to provide assurances of specified benefits to certain employees of the Company whose employment could be being involuntarily terminated other than for death, Disability, or Cause or voluntarily terminated for Good Reason under the circumstances described in the Plan. This Plan is an "employee welfare benefit plan," as defined in Section 3(1) of ERISA. This document is both the written instrum...ent under which the Plan is maintained and the required summary plan description for the Plan.View More
Introduction. The purpose of this AppLovin Corporation Lyft, Inc. Executive Change in Control and Severance Plan (the "Plan") is to provide assurances of specified benefits to certain employees of the Company whose employment could be is subject to being involuntarily terminated other than for death, Disability, or Cause or voluntarily terminated for Good Reason under the circumstances described in the Plan. Plan (as defined below). This Plan is an "employee welfare benefit plan," as defined in Section 3(1) o...f ERISA. This document is constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan. View More
Introduction. The purpose of this AppLovin Corporation Executive Change in Control and Cardiva Medical, Inc. Severance Plan (the (as may be amended from time to time, the "Plan") is to provide assurances of specified severance benefits to certain eligible employees of the Company or a Subsidiary whose employment could be being is involuntarily terminated by the Company or a Subsidiary other than for death, Disability, or Cause or voluntarily terminated who resign for Good Reason under the circumstances descri...bed in the Plan. This The Plan is an "employee welfare benefit plan," as defined in Section 3(1) of ERISA. the Employee Retirement Income Security Act of 1974, as amended. This document is constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan. View More
Introduction. The purpose of this AppLovin Corporation Recursion Pharmaceuticals, Inc. Executive Change in Control and Severance Plan (the "Plan") is to provide assurances of specified benefits to certain employees of the Company whose employment could be being involuntarily terminated other than for death, Disability, or Cause or voluntarily terminated for Good Reason under the circumstances described in the Plan. This Plan is an "employee welfare benefit plan," as defined in Section 3(1) of ERISA. This docu...ment is both the written instrument under which the Plan is maintained and the required summary plan description for the Plan. This Plan will be effective as of the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, with respect to any class of the Company's securities. View More
Introduction. SCE Recovery Funding LLC, a Delaware limited liability company (the "Issuer"), proposes to issue and sell $533,265,000 aggregate principal amount of its Senior Secured Recovery Bonds, Series 2022-A, (the "Bonds"), identified in Schedule I hereto. The Issuer and Southern California Edison Company, a California corporation and the Issuer's direct parent ("SCE"), hereby confirm their agreement with the several Underwriters (as defined below) as set forth herein. The term "Underwriters" as used here...in shall be deemed to mean the entity or several entities named in Schedule II hereto and any underwriter substituted as provided in Section 7 hereof and the term "Underwriter" shall be deemed to mean any one of such Underwriters. If the entity or entities listed in Schedule I hereto as representatives (the "Representatives") are the same as the entity or entities listed in Schedule II hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such entity or entities. All obligations of the Underwriters hereunder are several and not joint. If more than one entity is named in Schedule I hereto, any action under or in respect of this underwriting agreement ("Underwriting Agreement") may be taken by such entities jointly as the Representatives or by one of the entities acting on behalf of the Representatives and such action will be binding upon all the Underwriters.View More
Introduction. SCE Recovery Duke Energy Progress NC Storm Funding LLC, a Delaware limited liability company (the "Issuer"), a wholly-owned subsidiary of Duke Energy Progress, LLC, a North Carolina limited liability company (the "Depositor"), proposes to issue and sell $533,265,000 $769,627,000 aggregate principal amount of its Senior Secured Series A Storm Recovery Bonds, Series 2022-A, (the "Bonds"), identified in Schedule I hereto. The Issuer and Southern California Edison Company, a California corporation a...nd the Issuer's direct parent ("SCE"), Depositor, hereby confirm their agreement with the several Underwriters (as defined below) as set forth herein. The term "Underwriters" as used herein shall be deemed to mean the entity or several entities named in Schedule II hereto and any underwriter substituted as provided in Section 7 6 hereof and the term "Underwriter" shall be deemed to mean any one of such Underwriters. If The term "Representatives" as used herein shell be deemed to mean the entity or entities listed named in Schedule I hereto as representatives (the "Representatives") are the same as the entity or entities listed in Schedule II hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such entity or entities. representatives. All obligations of the Underwriters hereunder are several and not joint. If more than one entity is named in Schedule I hereto, any action under or in respect of this underwriting agreement ("Underwriting Agreement") Agreement ("Agreement") may be taken by such entities jointly as the Representatives or by one of the entities acting on behalf of the Representatives and such action will be binding upon all the Underwriters. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to them in the Indenture (as defined below) attached hereto as Exhibit A. View More
Introduction. SCE Recovery DTE Electric Securitization Funding I LLC, a Delaware limited liability company (the "Issuer"), proposes to issue and sell $533,265,000 $235,800,000 aggregate principal amount of its Senior Secured Recovery Securitization Bonds, Series 2022-A, 2022A (the "Bonds"), identified in Schedule I hereto. The Issuer and Southern California Edison DTE Electric Company, a California Michigan corporation and the Issuer's direct parent ("SCE"), ("DTE"), hereby confirm their agreement with the se...veral Underwriters (as defined below) as set forth herein. The term "Underwriters" as used herein shall be deemed to mean the entity or several entities named in Schedule II hereto and any underwriter substituted as provided in Section 7 hereof hereof, and the term "Underwriter" shall be deemed to mean any one of such Underwriters. If the entity or entities listed identified in Schedule I hereto as representatives (the "Representatives") are "Representative") is the same as the entity or entities listed in Schedule II hereto, then the terms "Underwriters" and "Representatives", "Representative", as used herein, shall each be deemed to refer to such entity or entities. All obligations of the Underwriters hereunder are several and not joint. If more than one entity is named in Schedule I hereto, hereto as Representative, any action under or in respect of this underwriting agreement ("Underwriting (this "Underwriting Agreement") may be taken by such entities jointly as the Representatives Representative or by one of the entities acting on behalf of the Representatives Representative, and such action will be binding upon all the Underwriters. View More
Introduction. SCE Recovery Funding LLC, Kansas Gas Service Securitization I, L.L.C., a Delaware limited liability company (the "Issuer"), proposes to issue and sell $533,265,000 $336,000,000 aggregate principal amount of its Series 2022-A Senior Secured Recovery Securitized Utility Tariff Bonds, Series 2022-A, Tranche A (the "Bonds"), identified in Schedule I hereto. The Issuer and Southern California Edison Company, Kansas Gas Service, a California Division of ONE Gas, Inc., an Oklahoma corporation ("ONE Gas..."), and the Issuer's direct parent ("SCE"), sole member ("Kansas Gas"), hereby confirm their agreement with the several Underwriters (as defined below) as set forth herein. The term "Underwriters" as used herein shall be deemed to mean the entity or several entities named in Schedule II hereto and any underwriter substituted as provided in Section 7 hereof and the term "Underwriter" shall be deemed to mean any one of such Underwriters. If the entity or entities listed in Schedule I hereto as representatives representative (the "Representatives") are the same as the entity or entities listed in Schedule II hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such entity or entities. All obligations of the Underwriters hereunder are several and not joint. If more than one entity is named in Schedule I hereto, any action under or in respect of this underwriting agreement ("Underwriting Agreement") may be taken by such entities jointly as the Representatives or by one of the entities acting on behalf of the Representatives and such action will be binding upon all the Underwriters. View More
Introduction. The Company hereby adopts the Plan, effective as of April 1, 2018. The purpose of the Plan is to encourage performance and achieve retention of a select group of executive employees of GSI Technology, Inc. This document constitutes the written instrument under which the Plan is maintained.
Introduction. The Company hereby adopts the Plan, effective as of April 1, 2018. 2019. The purpose of the Plan is to encourage performance and achieve retention of a select group of executive employees of GSI Technology, Inc. This document constitutes the written instrument under which the Plan is maintained.
Introduction. This Revance Therapeutics, Inc. Second Amended and Restated Executive Severance Benefit Plan (the "Plan") is established by Revance Therapeutics, Inc. (the "Company"). The Plan was originally adopted by the Board on December 17, 2013; became effective without further action on the IPO Date (as defined below)(the "Effective Date"); was amended by the Board on May 7, 2015 to clarify that the Plan applies to all stock awards, including without limitation stock options, restricted stock awards and r...estricted stock units; and was amended by the Board again on February 16, 2017 to extend benefits to Senior Vice President-level and Vice President-level employees.The Plan provides for severance benefits to the Chief Executive Officer, other executive officers, senior vice presidents and vice presidents, and key employees of the Company designated by the Board. This document constitutes the Summary Plan Description for the Plan.View More
Introduction. This Revance Therapeutics, Inc. Second Amended and Restated Executive Severance Benefit Plan (the "Plan") is established by Revance Therapeutics, Inc. (the "Company"). The Plan was originally adopted by the Board on December 17, 2013; became effective without further action on the IPO Date (as defined below)(the below) (the "Effective Date"); was amended by the Board on May 7, 2015 to clarify that the Plan applies to all stock awards, including without limitation stock options, restricted stock ...awards and restricted stock units; and was amended by the Board again on February 16, 2017 to extend benefits to Senior Vice President-level and Vice President-level employees.The employees; and was amended again on February 12, 2019 to change the definition of Resignation for Good Reason and clarify that this Plan replaces individual employment or severance agreements only where this Plan provides superior benefits. The amendment effective February 12, 2019 shall be effective with regard to the definition of Resignation for Good Reason only for individuals who become Participants after February 12, 2019.The Plan provides for severance benefits to the Chief Executive Officer, other executive officers, senior vice presidents and vice presidents, and key employees of the Company designated by the Board. This document constitutes the Summary Plan Description for the Plan. View More
Introduction. The purpose of this Ignyta, Inc. Severance and Change in Control Severance Plan (the "Plan") is to provide assurances of specified severance benefits to eligible employees of the Company whose employment is subject to being involuntarily terminated by the Company other than for Cause or who resigns for Good Reason under the circumstances described in the Plan, including, but not limited to, following a Change in Control of the Company. The Company recognizes that the potential of a Change in Con...trol can be a distraction to employees and can cause such employees to consider alternative employment opportunities. The Plan is intended to (i) assure that the Company will have continued dedication and objectivity of key employees, notwithstanding the possibility, threat or occurrence of a Change in Control and (ii) provide such employees with an incentive to continue their employment and to motivate them to maximize the value of the Company prior to and following a Change in Control for the benefit of its stockholders. This Plan is an "employee welfare benefit plan," as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended. This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan.View More
Introduction. The purpose of this Ignyta, Erasca, Inc. Severance and Change in Control Severance Plan (the "Plan") is to provide assurances of specified severance benefits to eligible employees of the Company whose employment is subject to being involuntarily terminated by the Company other than for Cause or who resigns for Good Reason under the circumstances described in the Plan, including, but not limited to, following a Change in Control of the Company. The Company recognizes that the potential of a Chang...e in Control can be a distraction to employees and can cause such employees to consider alternative employment opportunities. The Plan is intended to (i) (a) assure that the Company will have continued dedication and objectivity of key employees, notwithstanding the possibility, threat or occurrence of a Change in Control and (ii) (b) provide such employees with an incentive to continue their employment and to motivate them to maximize the value of the Company prior to and following a Change in Control for the benefit of its stockholders. This Plan is an "employee welfare benefit plan," as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended. amended ("ERISA"). This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan. References in this Plan to "You" or "Your" are references to a Covered Employee (as defined below) of a Participating Company. Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 2 below. View More
Introduction. The purpose of this Ignyta, Inc. Severance and Change in Control Severance Plan (the "Plan") is to provide assurances of specified severance benefits to eligible employees of the Company whose employment is subject to being involuntarily terminated by the Company other than for Cause or who resigns for Good Reason under the circumstances described in the Plan, including, but not limited to, following a Change in Control of the Company. The Company recognizes that the potential of a Change in Con...trol can be a distraction to employees and can cause such employees to consider alternative employment opportunities. The purpose of this Apptio, Inc. Executive Change in Control Severance Plan (the "Plan") is to provide assurances of specified benefits to eligible employees of the Company whose employment is subject to being involuntarily terminated other than for death, Disability, or Cause or voluntarily terminated for Good Reason in connection with a Change in Control as described in the Plan. The Plan is intended to (i) to: (a) assure that the Company will have continued dedication and objectivity of key its employees, notwithstanding the possibility, threat or occurrence of a Change in Control and (ii) (b) provide such the Company's employees with an incentive to continue their employment and to motivate them its employees to maximize the value of the Company prior to and following a Change in Control for the benefit of its the Company's stockholders. This Plan is an "employee welfare benefit plan," as defined in Section 3(1) of ERISA. This Plan is governed by ERISA and, to the Employee Retirement Income Security Act extent applicable, the laws of 1974, as amended. the State of Washington. This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan. View More
Introduction. The purpose of this Ignyta, TIBCO Software Inc. Severance and Executive Change in Control and Severance Plan (the "Plan") (formerly the TIBCO Software Inc. Change in Control Plan) is to provide assurances of specified severance benefits to eligible employees of the Company whose employment is subject to being involuntarily terminated by the Company other (other than for Cause Cause, death or who resigns permanent disability) or terminated for Good Reason under the circumstances described in the ...Plan, including, including but not limited to, to following a Change in Control of the Company. The Company recognizes that the potential of a Change in Control can be a distraction to employees and can cause such employees to consider alternative employment opportunities. The Plan is intended to (i) assure that the Company will have continued dedication and objectivity of key its employees, notwithstanding the possibility, threat or occurrence of a Change in Control and (ii) provide such the Company's employees with an incentive to continue their employment and to motivate them its employees to maximize the value of the Company prior to and following a Change in Control for the benefit of its stockholders. This Plan is an "employee welfare benefit plan," as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended. This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan. View More
Introduction. DEFINITIONS 2 3. CHANGE-IN-CONTROL BENEFITS 5 4. CHANGE-IN-CONTROL SEVERANCE BENEFITS 6 5. SEVERANCE BENEFITS NOT IN CONNECTION WITH A CHANGE-IN-CONTROL 6 6. CONDITIONS FOR PAYMENT OF SEVERANCE 7 7. COORDINATION WITH OTHER BENEFITS 7 8. LIMITATION ON BENEFITS 8 9. ADMINISTRATION 8 10. AMENDMENT OR TERMINATION 9 11. NOTICES 9 12. SECTION 409A 9 13. MISCELLANEOUS 10 i 8X8, INC. EXECUTIVE CHANGE-IN-CONTROL AND SEVERANCE POLICY 1. INTRODUCTION This Executive Change-in-Control and Severance Policy (t...he "Policy") is established by 8x8, Inc., effective as of June 19, 2015, and hereby amended and restated effective as of October 1, 2017, to provide for the payment of certain benefits in connection with certain terminations of an Executive's employment, including in connection with a potential Change-in-Control of the Company.View More
Introduction. DEFINITIONS 2 3. CHANGE-IN-CONTROL BENEFITS 5 4. CHANGE-IN-CONTROL SEVERANCE BENEFITS 6 5. SEVERANCE BENEFITS NOT IN CONNECTION WITH A CHANGE-IN-CONTROL 6 6. CONDITIONS FOR PAYMENT OF SEVERANCE 7 7. COORDINATION WITH OTHER BENEFITS 7 8. LIMITATION ON BENEFITS 8 9. ADMINISTRATION 8 10. AMENDMENT OR TERMINATION 9 11. NOTICES 9 12. SECTION 409A 9 13. MISCELLANEOUS 10 i 8X8, INC. 2017 EXECUTIVE CHANGE-IN-CONTROL AND SEVERANCE POLICY (As Amended and Restated effective January 31, 2019) 1. INTRODUCTIO...N This 2017 Executive Change-in-Control and Severance Policy (the "Policy") is was established by 8x8, Inc., effective as of June 19, 2015, and hereby amended and restated effective as of October 1, 2017, to provide for the payment of certain benefits in connection with certain terminations of an Executive's employment, including in connection with a potential Change-in-Control of the Company. The Policy was subsequently amended and restated effective as of January 31, 2019 (the "Amendment Effective Date"). View More
Introduction. This Selected Dealer Agreement (the "Agreement") sets forth the understandings and agreements whereby Ameriprise will offer and sell on a best efforts basis for the account of the Company Class T Shares ("Class T Shares") and Class I Shares ("Class I Shares" and, together with the Class T Shares, the "Shares") of common stock (the "Common Stock"), par value $.01 per share of the Company registered pursuant to the Registration Statement (as defined below) at the per share price set forth in the R...egistration Statement from time to time (subject to certain volume and other discounts described therein) (the "Offering"), which Offering includes Shares being offered pursuant to the Company's distribution reinvestment plan (the "DRIP"). Ameriprise will offer and sell the Class I Shares only to officers, directors, employees, and registered representatives of Ameriprise or its affiliates, as well as immediate family members of such persons as defined by FINRA Rule 5130. The Shares are more fully described in the Registration Statement defined below. Ameriprise is hereby invited to act as a selected dealer for the Offering, subject to the other terms and conditions set forth below.View More
Introduction. This Selected Dealer Agreement (the "Agreement") sets forth the understandings and agreements whereby Ameriprise will offer and sell on a best efforts basis for the account of the Company Class A shares ("Class A Shares") and Class T Shares ("Class T Shares") and Class I Shares ("Class I Shares" and, together with the Class T Shares, the "Shares") of common stock (the "Common Stock"), par value $.01 per share (Class A Shares and Class T Shares collectively referred to herein as the "Shares," ), ...of the Company registered pursuant to the Registration Statement (as defined below) at the per share price set forth in the Registration Statement from time to time (subject to certain volume and other discounts described therein) (the "Offering"), which Offering includes Shares being offered pursuant to the Company's distribution reinvestment plan (the "DRIP"). Ameriprise will offer and sell the Class I Shares only to officers, directors, employees, and registered representatives of Ameriprise or its affiliates, as well as immediate family members of such persons as defined by FINRA Rule 5130. The Shares are more fully described in the Registration Statement defined below. Ameriprise is hereby invited to act as a selected dealer for the Offering, subject to the other terms and conditions set forth below. View More
Introduction. This Plan was adopted by the Company to provide retirement benefits to those individuals, other than any individual holding the office of Chief Executive Officer prior to December 15, 2019, who participated in the Company's Deferred Compensation Plan and, with respect to those individuals, this Plan shall supersede the Deferred Compensation Plan. The Administrator or the Chief Executive Officer may also select other Participants to be eligible for benefits hereunder in accordance with the other ...provisions of the Plan. It is amended and restated effective December 15, 2019.View More
Introduction. This The Plan was initially adopted by the Company to provide retirement benefits to those individuals, other than any individual holding the office of Chief Executive Officer prior to December 15, 2019, who participated in the Company's Deferred Compensation Plan prior to 1996 and, with respect to those individuals, this the Plan shall supersede replace the Deferred Compensation Plan. The Administrator Compensation Committee of the Board or the Chief Executive Officer may also select other Part...icipants to be eligible for benefits hereunder in accordance with the other provisions of the Plan. It The Plan is hereby amended and restated effective December 15, 2019. January 1, 2023. View More
Introduction. (a) Purpose. Gevo, Inc. (the "Company") hereby establishes this equity-based incentive compensation plan to be known as the "Gevo, Inc. Amended and Restated 2010 Stock Incentive Plan" (the "Plan"), for the following purposes: (i) to enhance the Company's ability to attract highly qualified personnel; (ii) to strengthen its retention capabilities; (iii) to enhance the long-term performance and competitiveness of the Company; and (iv) to align the interests of Plan participants with those of the C...ompany's stockholders. (b) Reserved. (c) Definitions. Terms in the Plan and its Appendix that begin with an initial capital letter have the defined meaning set forth in Appendix I or elsewhere in this Plan, in either case unless the context of their use clearly indicates a different meaning. (d) Effect on Other Plans, Awards, and Arrangements. This Plan is not intended to affect and shall not affect any stock options, equity-based compensation, or other benefits that the Company or its Affiliates may have provided, or may separately provide in the future, pursuant to any agreement, plan, or program that is independent of this Plan.View More
Introduction. (a) Purpose. Gevo, Inc. (the "Company") " Company ") hereby establishes this equity-based incentive compensation plan to be known as the "Gevo, Inc. Amended and Restated 2010 Stock Incentive Plan" (the "Plan"), " Plan "), for the following purposes: (i) to enhance the Company's ability to attract highly qualified personnel; (ii) to strengthen its retention capabilities; (iii) to enhance the long-term performance and competitiveness of the Company; and (iv) to align the interests of Plan particip...ants with those of the Company's stockholders. This Plan is intended to serve as the sole source for all future equity-based awards to those eligible for Plan participation. (b) Reserved. Effective Date. This Plan shall become effective on the closing date (the "Effective Date") of the Company's initial public offering; subject to the Plan's receipt of stockholder approval beforehand in accordance with the Company's governing instruments. (c) Definitions. Terms in the Plan and its Appendix that begin with an initial capital letter have the defined meaning set forth in Appendix I or elsewhere in this Plan, in either case unless the context of their use clearly indicates a different meaning. (d) Effect on Other Plans, Awards, and Arrangements. This Plan is not intended to affect and shall not affect any stock options, equity-based compensation, or other benefits that the Company or its Affiliates may have provided, or may separately provide in the future, pursuant to any agreement, plan, or program that is independent of this Plan. (e) Sole Source for Future Stock Awards. Notwithstanding any other provision of the Plan, no further awards of any kind shall occur under any other Company plan or program that entails the issuance of Share-settled awards (including but not limited to the Prior Plan), and any Shares that are currently subject to awards under any such plans which are subsequently forfeited, cancelled, settled or lapse unexercised shall be added to the reserve of Shares that are authorized and available for issuance pursuant to this Plan. View More
Introduction. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for which the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designa...ted as its or their representatives. This Underwriting Agreement (the "Agreement") shall not be construed as an obligation of the Operating Partnership to offer, issue or sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Operating Partnership to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities will be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement will, among other things, specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and will set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement will also specify (to the extent not set forth in the Indenture and registration statement and prospectus with respect thereto) the terms and conditions of such Designated Securities. The Pricing Agreement will be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement will be several and not joint.View More
Introduction. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for which whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being de...signated as its or their representatives. representative. This Underwriting Agreement (the "Agreement") shall not be construed as an obligation of the Operating Partnership Company to offer, issue or sell any of the Securities or as an obligation of any of the Underwriters Underwriter to purchase any of the Securities. The obligation of the Operating Partnership Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities will shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each The Pricing Agreement will, among other things, specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, shall specify, with respect to the purchase price to and sale of the Underwriters of such Designated Securities, Securities pursuant thereto, (a) in Schedule I thereto (i) the names of the Underwriters of such the Designated Securities, the names of the Representatives of such Underwriters Securities and (ii) the principal amount of such Designated Securities to be purchased by each Underwriter at the Time of Delivery (as defined in Section 4 hereof) and will set forth (b) in Schedule II thereto (i) the date, time and manner title or titles of delivery the Designated Securities, (ii) the aggregate principal amount or amounts of such the Designated Securities, (iii) the price or prices of the Designated Securities to the public, (iv) the purchase price or prices of the Designated Securities to the Underwriters, and, to the extent applicable, any selling concession or 1 concessions and reallowance concession or concessions applicable to the Underwriters and dealers, as the case may be, (v) specified funds, if not immediately available funds, for payment therefor. of the purchase price for the Designated Securities, (vi) the title of the Indenture under which the Designated Securities are being issued, (vii) the maturity or maturities of the Designated Securities, (viii) the interest rate or rates of the Designated Securities or the manner in which the interest rate or rates are to be determined, (ix) the interest payment dates of the Designated Securities, (x) the record dates for the payment of interest on the Designated Securities, (xi) the redemption provisions, if any, of the Designated Securities, (xii) the sinking fund provisions, if any, of the Designated Securities, (xiii) the Time of Delivery, (xiv) the closing location with respect to the closing of the sale of the Designated Securities pursuant to this Agreement and the Pricing Agreement, (xv) the name or names and address or addresses of the Representatives of the Underwriters, (xvi) such other terms, conditions and other provisions of the Designated Securities as are established in accordance with the Indenture and (xvii) such other terms, conditions and other provisions that supplement, amend or modify this Agreement with respect to the Designated Securities or the Indenture. The Pricing Agreement will also specify (to the extent not set forth in the Indenture and registration statement and prospectus with respect thereto) the terms and conditions of such Designated Securities. The Pricing Agreement will shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of facsimile telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each the Pricing Agreement will shall be several and not joint. View More
