Common use of Recognition of U.S. Special Resolution Regimes Clause in Contracts

Recognition of U.S. Special Resolution Regimes. In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in this Section, the following terms have the respective meanings set forth below: (i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) “Covered Entity” means any of (x) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (y) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (z) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Rights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Appears in 3 contracts

Sources: Equity Distribution Agreement (American Finance Trust, Inc), Equity Distribution Agreement (American Finance Trust, Inc), Equity Distribution Agreement (American Finance Trust, Inc)

Recognition of U.S. Special Resolution Regimes. In the event that any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligationobligation in or under this Agreement, were governed by the laws of the United States or a state of the United States. In the event that any Agent Underwriter that is a Covered Entity or a BHC Act Covered Affiliate of any such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in this Section, the following terms have the respective meanings set forth belowsection: (i) “BHC Act Covered Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) “Covered Entity” means any of the following: (xA) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (yB) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default RightsRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (xi) the U.S. Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (yii) Title II of the U.S. D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Appears in 3 contracts

Sources: Underwriting Agreement (Ivanhoe Electric Inc.), Underwriting Agreement (Ivanhoe Electric Inc.), Underwriting Agreement (Ivanhoe Electric Inc.)

Recognition of U.S. Special Resolution Regimes. (a) In the event that any Agent that the Underwriter is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Agent the Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. . (b) In the event that any Agent that the Underwriter is a Covered Entity or a BHC Act Affiliate (as defined below) of such Agent the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Agent the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in . (c) For purposes of this SectionSection 19, the following terms have the respective meanings set forth below: (i) the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) “Covered Entity” means any of the following: (x) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (y) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (z) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default RightsRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Appears in 3 contracts

Sources: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)

Recognition of U.S. Special Resolution Regimes. In the event that (i) any Agent that Manager, if it is a Covered Entity Entity, becomes subject to a proceeding under a U.S. Special Resolution Regime, then the transfer from such Agent Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that States and (ii) any Agent that Manager, if it is a Covered Entity Entity, or a BHC Act Affiliate of such Agent Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, then any Default Rights Right under this Agreement that may be exercised against such Agent are Manager is permitted to be exercised to no greater extent than such Default Rights Right could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in For purposes of this SectionSection 21, the following terms have the respective meanings set forth below: (i1) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (ii2) “Covered Entity” means any of (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) a “covered FSI” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); ), (iii3) “Default RightsRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (iv4) “U.S. Special Resolution Regime” means each of (xA) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Appears in 2 contracts

Sources: Equity Distribution Agreement (Chesapeake Utilities Corp), Equity Distribution Agreement (Chesapeake Utilities Corp)

Recognition of U.S. Special Resolution Regimes. (a) In the event that any Agent party to this Agreement that is a Covered Entity Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent party of this Agreement, Agreement (and any interest and obligation in or under under, and any property securing, this Agreement, ) will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. Regime. (b) In the event that any Agent party to this Agreement that is a Covered Entity Party or a any BHC Act Affiliate of such Agent party becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights Right under this Agreement that may be exercised against such Agent are party is permitted to be exercised to no greater extent than such Default Rights Right could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United StatesRegime. As used in this Section, the following terms have the respective meanings set forth below: (i) “BHC Act Affiliatehas the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § §1841(k); (ii) . “Covered Entity” Party“ means any party to this Agreement that is one of the following: (xi) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § §252.82(b), ; (yii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R. §47.3(b); or (ziii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § §382.2(b); (iii) “Default Rights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Appears in 2 contracts

Sources: Mortgage Loan Purchase Agreement (CSAIL 2019-C17 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2019-C17 Commercial Mortgage Trust)

Recognition of U.S. Special Resolution Regimes. In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in this Section, the following terms have the respective meanings set forth below: (i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) “Covered Entity” means any of (x) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (y) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (z) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Rights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Appears in 2 contracts

Sources: Equity Distribution Agreement (Investors Real Estate Trust), Equity Distribution Agreement (New York City REIT, Inc.)

Recognition of U.S. Special Resolution Regimes. (a) In the event that any Agent Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution RegimeRegime (as defined below), the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. . (b) In the event that any Agent Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in . (c) For purposes of this SectionSection 19, the following terms have the respective meanings set forth below: (i) the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § Sec. 1841(k); (ii) “Covered Entity” means any of the following: (x) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 252.82(b), (y) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 47.3(b), or (z) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 382.2(b); (iii) “Default RightsRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ Sec.Sec. 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Appears in 2 contracts

Sources: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)

Recognition of U.S. Special Resolution Regimes. In the event that any Agent Manager or Forward Seller that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, (i) the transfer from such Agent Manager or Forward Seller of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, States and (ii) Default Rights under this Agreement that may be exercised against such Agent Manager or Forward Seller are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in States For purposes of this SectionSection 13, the following terms have the respective meanings set forth below: (iA) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iiB) “Covered Entity” means any of (x1) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (y2) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (z3) a “covered FSI” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); ), (iiiC) “Default RightsRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivD) “U.S. Special Resolution Regime” means each of (x1) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (y2) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.

Appears in 1 contract

Sources: Equity Distribution Agreement (Spire Inc)

Recognition of U.S. Special Resolution Regimes. In the event that (a) any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that States and (b) any Agent Underwriter that is a Covered Entity or a BHC Act Affiliate of such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in For purposes of this SectionSection 18, the following terms have the respective meanings set forth below: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (ii) “Covered Entity” means any of (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) a “covered FSI” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); ), (iii) “Default RightsRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (iv) “U.S. Special Resolution Regime” means each of (xA) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, EVERGY KANSAS CENTRAL, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Chief Accounting Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BNY MELLON CAPITAL MARKETS, LLC MUFG SECURITIES AMERICAS INC. PNC CAPITAL MARKETS LLC TRUIST SECURITIES, INC. Acting as Representatives of the several Underwriters named in Schedule A hereto. By: BNY Mellon Capital Markets, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: MUFG Securities Americas Inc. By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: PNC Capital Markets LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Associate By: Truist Securities, Inc. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director BNY Mellon Capital Markets, LLC $ 69,750,000 MUFG Securities Americas Inc. $ 69,750,000 PNC Capital Markets LLC $ 69,750,000 Truist Securities, Inc. $ 69,750,000 Academy Securities, Inc. $ 10,500,000 Loop Capital Markets LLC $ 10,500,000 Total $ 300,000,000

Appears in 1 contract

Sources: Underwriting Agreement (Evergy Kansas Central, Inc.)

Recognition of U.S. Special Resolution Regimes. In the event that (a) any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that States and (b) any Agent Underwriter that is a Covered Entity or a BHC Act Affiliate of such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in For purposes of this SectionSection 18, the following terms have the respective meanings set forth below: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (ii) “Covered Entity” means any of (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) a “covered FSI” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); ), (iii) “Default RightsRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (iv) “U.S. Special Resolution Regime” means each of (xA) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, EVERGY KANSAS CENTRAL, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President – Corporate Planning, Investor Relations and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. MUFG SECURITIES AMERICAS INC. U.S. BANCORP INVESTMENTS, INC. ▇▇▇▇▇ FARGO SECURITIES, LLC Acting as Representatives of the several Underwriters named in Schedule A hereto. By: MUFG Securities Americas Inc. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: U.S. Bancorp Investments, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Director By: ▇▇▇▇▇ Fargo Securities, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director MUFG Securities Americas Inc. $ 150,000,000 U.S. Bancorp Investments, Inc. $ 150,000,000 ▇▇▇▇▇ Fargo Securities, LLC. $ 150,000,000 MFR Securities, Inc. $ 16,667,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. $ 16,667,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shank & Co., LLC $ 16,666,000 Total $ 500,000,000

Appears in 1 contract

Sources: Underwriting Agreement (Evergy Kansas Central, Inc.)

Recognition of U.S. Special Resolution Regimes. In the event that (a) any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that States and (b) any Agent Underwriter that is a Covered Entity or a BHC Act Affiliate of such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in For purposes of this SectionSection 18, the following terms have the respective meanings set forth below: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (ii) “Covered Entity” means any of (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) a “covered FSI” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); ), (iii) “Default RightsRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (iv) “U.S. Special Resolution Regime” means each of (xA) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, EVERGY METRO, INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Vice President, Corporate Planning and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. MUFG SECURITIES AMERICAS INC. PNC CAPITAL MARKETS LLC REGIONS SECURITIES LLC TRUIST SECURITIES, INC. Acting as Representatives of the several Underwriters named in Schedule A hereto. By: MUFG Securities Americas Inc. By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: PNC Capital Markets LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: Regions Securities LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: Truist Securities, Inc. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory MUFG Securities Americas Inc. $ 70,500,000 PNC Capital Markets LLC $ 70,500,000 Regions Securities LLC $ 70,500,000 Truist Securities, Inc. $ 70,500,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. $ 9,000,000 UMB Financial Services, Inc. $ 9,000,000 Total $ 300,000,000

Appears in 1 contract

Sources: Underwriting Agreement (Evergy Metro, Inc.)

Recognition of U.S. Special Resolution Regimes. In the event that (a) any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that States and (b) any Agent Underwriter that is a Covered Entity or a BHC Act Affiliate of such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in For purposes of this SectionSection 18, the following terms have the respective meanings set forth below: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (ii) “Covered Entity” means any of (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) a “covered FSI” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); ), (iii) “Default RightsRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (iv) “U.S. Special Resolution Regime” means each of (xA) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, EVERGY METRO, INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Vice President, Corporate Planning and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BOFA SECURITIES, INC ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC Acting as Representatives of the several Underwriters named in Schedule A hereto. By: BofA Securities, Inc. By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: Managing Director By: ▇.▇. ▇▇▇▇▇▇ Securities LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director BofA Securities, Inc. $ 93,000,000 ▇.▇ ▇▇▇▇▇▇ Securities LLC. $ 93,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $ 93,000,000 Academy Securities, Inc. $ 10,500,000 MFR Securities, Inc. $ 10,500,000 Total $ 300,000,000

Appears in 1 contract

Sources: Underwriting Agreement (Evergy Metro, Inc.)

Recognition of U.S. Special Resolution Regimes. In the event that (a) any Agent Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that States and (b) any Agent Underwriter that is a Covered Entity or a BHC Act Affiliate of such Agent Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. As used in For purposes of this SectionSection 18, the following terms have the respective meanings set forth below: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (ii) “Covered Entity” means any of (xA) a “covered entity” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b)), (yB) a “covered bank” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), ) or (zC) a “covered FSI” (as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); ), (iii) “Default RightsRight” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (iv) “U.S. Special Resolution Regime” means each of (xA) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (yB) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, EVERGY METRO, INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Vice President, Corporate Planning and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BNY MELLON CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC Acting as Representatives of the several Underwriters named in Schedule A hereto. BNY Mellon Capital Markets, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Citigroup Global Markets Inc. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ Securities LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director BNY Mellon Capital Markets, LLC $ 97,000,000 Citigroup Global Markets Inc. $ 97,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC $ 97,000,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC $ 97,000,000 Commerce Brokerage Services, Inc. $ 12,000,000 Total $ 400,000,000

Appears in 1 contract

Sources: Underwriting Agreement (Evergy Metro, Inc.)