CHI Sample Clauses

CHI. CTA/NEA shall receive a copy of all documents, grievances, and appeals at the formal levels.

CHI. Samstock and ZFT jointly and severally represent and warrant to the Company as follows: (a) Each of CHI, Samstock and ZFT is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Alpha is a validly existing partnership under the laws of Illinois. Each of CHI, Samstock, ZFT and Alpha has the power and authority to enter into this Agreement and perform its respective obligations hereunder. (b) This Agreement has been duly authorized, executed and delivered by CHI, Samstock, ZFT and Alpha and constitutes the legal, valid and binding agreement of CHI, Samstock, ZFT and Alpha, enforceable against them in accordance with the terms hereof. (c) Neither the execution and delivery of this Agreement nor the performance of its obligations hereunder will conflict with, or result in a breach of, or constitute a default under, any law, rule, regulation, judgment, order or decree of any court, arbitrator or governmental agency or instrumentality, or of any agreement or instrument to which CHI, Samstock, ZFT or Alpha is bound or by which it is affected or of any charter documents of CHI, Samstock, ZFT or Alpha. (d) As of the date hereof, no shares of Common Stock are currently beneficially owned by any member of the ▇▇▇▇ Group (other than Handy, FPH Trustee and MelChart and their respective affiliates), except for those shares of Common Stock originally acquired by CHI pursuant to the Stock Purchase and Sale Agreement and set forth on EXHIBIT A hereto (exclusive of any options granted by the Company).

CHI. CEPH, CEPM, the Company and CEP Equity will enter into various bills of sale, assignments, conveyances and related documents (collectively, the “Contribution Documents”) pursuant to which the following transactions will occur immediately prior to or on the Closing Date: (1) Upon such conversion as described in clause (a) above, CEPH will contribute the Class A Units and the Management Incentive Interests to CEPM. (2) CHI will contribute to the Company $8.0 million (“Class D Contribution”) in exchange for all of the Class D interests (“Class D Interests”) of the Company. (3) The Company will sell to CEP Equity an undivided mineral interest in certain properties of the Company described in the Prospectus as the “▇▇▇▇▇ Shale Rights.”

CHI. Companies o Support the coordination of all administrative, logistical, support, and technical requirements in accordance with the operational plan with all internal parties. o Fund effort as required until technology is proven to be successful. o Support the Project Manager as required.

CHI. 2949588.3 ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the expiration of the Exchange Offer, it will make this Prospectus, as amended or supplemented, available to any broker- dealer for use in connection with any such resale. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the 1933 Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the 1933 Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the 1933 Act. For a period of 180 days after the expiration of the Exchange Offer the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter...

CHI and Consorteum shall cooperate with each other in making all filings and furnishing all information as may be required to conform to the laws, rules and regulations of the federal, state and provincial governments of the United States and Canada including without limitation their respective securities laws.

CHI. 64213081v14 “Report” means reports prepared by the Administrative Agent or another Person showing the results of examinations, inspections or audits pertaining to a Borrower’s and/or any of its Subsidiary’s assets from information furnished by or on behalf of such Borrower or any such Subsidiary, which Reports may be distributed to the Lenders by the Administrative Agent. “Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing at least 51% of the sum of the total Revolving Credit Exposures and unused Commitments at such time. “Requirement of Law” means, as to any Person, the certificate of incorporation and by- laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. “Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrowers or any Subsidiary or (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrowers or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Borrowers or any Subsidiary. “Revolving Borrowing” means a Borrowing that is comprised of (a) a Revolving Loan or (b) a Swingline Loan. “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the Equivalent Amount in U.S. Dollars of outstanding principal amount of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time. “Revolving Loan” means a Loan made pursuant to Section 2.01. “Sanctions” has the meaning assigned to such term in Section 3.07. “S&P” means Standard & Poor’s. “Sale and Leaseback Transaction” means any sale or other transfer of property by any Person with the intent to lease such property as lessee. “Significant Subsidiary” means (a) each Material Subsidiary and (b) such other Subsidiaries, as determined from time to time by Parent, that, when taken together with the Loan Parties and the Material Subsidiaries, hold 85% or more of the consolidated assets or generate 85...

CHI undertakes to loan to WAC up to a total of USD 740,000 and MSI undertakes to loan to WAC up to a total of USD 740,000. Such loans shall be made in equal amounts and at the same dates to be agreed between CHI and MSI. Any such loan shall be made pursuant to the terms specified in the Loan Agreements referred to in Article 12.

CHI agrees to use its best efforts to complete the software and product changes requested by FD and described on Attachment I.