Basis and Purpose Sample Clauses

Basis and Purpose. This contract is governed in accordance with the applicable Danish laws and EU law. This contract stipulates co-operation, mutual rights and obligations, conditions, requirements for insurance, etc. for the RU’s use of ØSB’s infrastructure located on Danish territory. Banedanmark enters into the contract on behalf of ØSB under the General Agreement on Management of the railway on the Øresund link between Øresundsbron Consortium and the National Railway Agency (now Banedanmark) of 19 June 2000.
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Basis and Purpose. Each of the Franchisees is the franchisee pursuant to certain Franchise Agreements (collectively, the "Franchise Agreements") with BKC, its predecessors and assigns, for the operation of certain Burger King(R) Restaurants (the "Restaurants"). With respect to certain of the Restaurants, certain of the Franchisees are also the lessee (or the parent company of the lessee) under certain lease agreements with BKC (collectively, the "Leases") for the premises of the Restaurants. NRE owns all of the issued and outstanding shares of stock of the Subsidiaries, and Parent owns all of the issued and outstanding shares of the stock of NRE. Parent has proposed making certain material changes to its capital structure (the "Recapitalization"), as reflected in the pro forma financial statements (the "Pro Forma") submitted to BKC by AmeriKing on November 6, 1996 and as further outlined in certain materials (as updated from time to time, the "Registration Statement") filed by AmeriKing with the U.S. Securities and Exchange Commission ("SEC"). Under the Recapitalization, AmeriKing will issue SEC-registered "Senior Notes" for the principal amount of $100 million, due in 10 years, and concurrently issue SEC-registered "Units" comprised of "Senior Preferred Stock" due in 2008 with an aggregate liquidation preference of $30 million and detachable shares of common stock. The proceeds of these concurrent offerings (the "Offerings") are to be used chiefly for the repayment of current debt of AmeriKing and subsidiaries. Because interest only is payable on the Senior Notes until they become due, and because dividends on the Senior Preferred are intended to be paid in kind for the first five years, the Pro Forma shows a cash flow for the period covered that is significantly enhanced as compared to cash flow under the existing capital structure of Parent and the Franchisees. Under the Pro Forma, the cash flow is applied toward the development of new restaurants. Parent and the Franchisees desire to expand in terms of the number of Burger King(R) restaurants that the Franchisees are franchised to own and operate, and have asked BKC whether, and on what terms and conditions, BKC would be willing to give the Franchisees financial approval to develop certain additional restaurants after the Recapitalization. Such financial approval is a condition (but not the only condition) to the Franchisees obtaining approval to obtain additional franchises from BKC. Although BKC approves (and disapprov...
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Basis and Purpose. This contract is governed in accordance with the applicable Danish laws and EU law. This contract stipulates co-operation, mutual rights and obligations, conditions for the use of infrastructure and requirements for insurance under the applicable executive order on the allocation of railway infrastructure capacity (train paths) etc.
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Basis and Purpose. The basis of this Agreement is the desire and intention of the parties to cooperate in the development, implementation, and/or evaluation of terrorism preparedness. Its purpose is to establish, in a manner reflective of such cooperative basis that (a) appropriate response to bioterrorism is rendered by the County; (b) the specific duties and responsibilities of the parties with respect to bioterrorism preparedness as expressed herein are addressed and (c) appropriate procedures are implemented to respond to a bioterrorism event.
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Basis and Purpose. The legal basis for the rule is the Coast Guard’s authority to establish regulated navigation areas and other limited access areas: 33 U.S.C. 1231; 46
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Basis and Purpose. The purpose of this Memorandum of Understand (hereafter "MOU") is to define the relationship between the EMS Agency and UCLA, relative to participation in activities which support the FAST-MAG Trial study. The objectives of the FAST-MAG Trial study may be met through the joint efforts of the EMS Agency and UCLA.
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Basis and Purpose. This section implements—
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Basis and Purpose 
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Related to Basis and Purpose

  • Parties and Purpose This agreement (the “Agreement”) is entered by and between certain portfolios and classes thereof, specified below and in Schedule C, of Franklin Xxxxxxxxx Variable Insurance Products Trust, an open-end management investment company organized as a statutory trust under Delaware law (the “Trust”), Franklin/Xxxxxxxxx Distributors, Inc., a California corporation which is the principal underwriter for the Trust (the “Underwriter,” and together with the Trust, “we” or “us”), the insurance company identified on Schedule A (together “you”) and your distributor, on your own behalf and on behalf of each segregated asset account maintained by you that is listed on Schedule B, as that schedule may be amended from time to time (“Account” or “Accounts”). The purpose of this Agreement is to entitle you, on behalf of the Accounts, to purchase the shares, and classes of shares, of portfolios of the Trust (“Portfolios”) that are identified on Schedule C, consistent with the terms of the prospectuses of the Portfolios, solely for the purpose of funding benefits of your variable life insurance policies or variable annuity contracts (“Contracts”) that are identified on Schedule D. This Agreement does not authorize any other purchases or redemptions of shares of the Trust.

  • Formation and Purpose Promptly following the Effective Date, the Parties shall confer and then create the Committees listed in the chart below, each of which shall have the purpose indicated in the chart. To the extent that after conferring both Parties agree that a given Committee need not be created until a later date, the Parties may agree to defer the creation of the Committee until one Party informs the other Party of its then desire to create the so-deferred Committee, at which point the Parties will thereafter promptly create the so-deferred Committee and schedule a meeting of such Committee within one (1) month. Committee Purpose Joint Steering Committee (“JSC”) Establish projects for the Anti-Infectives Program and establish the priorities, as well as approve budgets for such projects. Approve all subcommittee projects and plans. The JSC shall establish budgets not less than on a quarterly basis. Chemistry, Manufacturing and Controls Committee (“CMCC”) Establish project plans and review and approve activities and budgets for chemistry, manufacturing, and controls under the Anti-Infectives Program. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Committee Purpose Clinical/Regulatory Committee (“CRC”) Review and approve all research and development plans, clinical projects and publications, and regulatory filings and correspondence under the Anti-Infectives Program; review and approve itemized budgets with respect to the foregoing. Commercialization Committee (“CC”) Establish project plans and review and approve activities and budgets for commercialization activities under the Anti-Infectives Program. Intellectual Property Committee (“IPC”) Evaluate intellectual property issues in connection with the Anti-Infectives Program; review and approve itemized budgets with respect to the foregoing.

  • Establishment and Purpose The Plan was adopted by the Board of Directors on October 28, 2012, and shall be effective immediately prior to the closing of the initial offering of Stock to the public pursuant to a registration statement filed by the Company with the Securities and Exchange Commission (the “Effective Date”). The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of restricted shares, stock units, options (which may constitute incentive stock options or nonstatutory stock options), stock appreciation rights or cash-based awards.

  • Background and Purpose Executive was employed by the Company. Executive's employment is ending effective ____________ under the conditions described in Section 3.1 of the Executive Severance Agreement ("Agreement") by and between Executive and the Company dated ____________, 2012. The purpose of this Release is to settle, and the parties hereby settle, fully and finally, any and all claims the Releasing Parties may have against the Released Parties, whether asserted or not, known or unknown, including, but not limited to, claims arising out of or related to Executive's employment, any claim for reemployment, or any other claims whether asserted or not, known or unknown, past or future, that relate to Executive's employment, reemployment, or application for reemployment.

  • Basis of Agreement Subject to the terms and conditions herein provided, during the period of this Agreement, the Managers shall carry out Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform this Agreement in accordance with sound ship management practice.

  • Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such 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.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Facilitation of Agreement I agree to execute promptly any proper oath or verify any proper document required to carry out the terms of this Agreement upon the Company’s written request to do so.

  • Definitions and Principles of Interpretation The following definitions in clause 1.1 shall be replaced as follows:

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