CEC. CEC shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return it is responsible for preparing pursuant to Article II, provided that to the extent that such Tax Proceeding relates to REIT Taxes or would reasonably be expected to materially adversely affect the Tax position of any REIT Entity for any Post-Distribution Period, CEC shall (i) keep the REIT informed in a timely manner of the material actions proposed to be taken by CEC with respect to such Tax Proceeding, (ii) permit the REIT at its own expense to participate in the aspects of such Tax Proceeding that relate to REIT Taxes and (iii) not settle any aspect of such Tax Proceeding that relates to REIT Taxes, or pay any REIT Taxes, without the prior written consent of the REIT, which shall not be unreasonably withheld, delayed or conditioned and provided further that the REIT’s rights and CEC’s obligations set forth above shall not apply if and to the extent that CEC elects in writing to forgo its right to indemnification in respect of the REIT Taxes that are the subject of such Tax Proceeding.
CEC. CEC Cash Contribution CEC’s cash contributions as per Modified Plan. In addition: In connection with the Bond RSA, CEC shall pay the following cash fees (the “RSA Forbearance Fees”) in United States dollars to the Forbearance Fee Parties (as defined in the Bond RSA) in respect of such Forbearance Fee Parties’ forbearing from exercising their default-related rights and remedies solely to the extent required by, and as set forth in, the Bond RSA in an amount equal to (a) 1.625% of the Forbearance Fee First Xxxx Xxxx Claims (as defined in the Bond RSA) held by such Forbearance Fee Parties which has already been paid and (b) 1.625% of the Forbearance Fee First Xxxx Xxxx Claims held by such Forbearance Fee Parties paid on the Effective Date and which shall not be subject to any tax-related withholdings. For the avoidance of doubt and without limitation, each Forbearance Fee Party shall be an express third party beneficiary with respect to this provision. CEC shall pay to each Consenting Creditor (or its transferee or assignee) who was signatory to the Bond RSA on or prior to January 15, 2015, and that held any First Lien Bank Claims at 10:00 a.m. ET on September 8, 2015 (and which First Lien Bank Claims were still held by such Consenting Creditor on October 7, 2015) (“
CEC. Cash Contribution $131 million to be used by the Company for general corporate purposes and $275 million (the “Additional CEC Contribution”) to fund sources and uses (and capital structure described herein) at Exit. CEC Standby Commitment $75 million, which shall only be funded if there are insufficient sources and uses (after giving effect to any Available Cash) to fund the capital structure described herein at Exit. CEC Put Options Purchases CEC or an affiliated entity shall, pursuant to the Put Options, purchase up to (a) $269 million of PropCo New LP Interests or REIT New Common Stock at a price implying a total value of $269 million for 14.8% of the PropCo on a fully diluted basis (excluding dilution from Equitized CPLV Mezzanine Debt and Preferred PropCo Equity, if any) and (b) $700 million of OpCo New Common Stock at a price per share implying a total value of $700 million for 100% of the OpCo New Common Stock. Domestic Acquisitions and New Building Opportunities CEC and its non-debtor subsidiaries shall give PropCo a right of first refusal to own the real estate, and have CEC or OpCo lease, all non-Las Vegas domestic (U.S.) real estate acquisitions and new building opportunities with CEC retaining management rights with respect to such opportunities. PropCo shall give CEC a right of first refusal to operate and manage all non-Las Vegas properties that PropCo acquires. The material terms of these rights of first refusal to be mutually agreed among the Company, CEC and the Initial Consenting Creditors. CEC Lease Guaranty CEC, OpCo and PropCo will enter into a Management and Lease Support Agreement (the “MLSA”) pursuant to which (i) CEC, or a wholly-owned subsidiary, will manage the properties on behalf of OpCo and (ii) CEC will provide a guaranty in respect of the OpCo’s operating lease obligations, in each case while such lease (including any extensions, renewals or replacements) remains in effect. Certain of the material terms of the MLSA are set forth on Annex II. The remaining terms of the MLSA to be mutually agreed among the Company, CEC and the Initial Consenting Creditors on or prior to noon on December 24, 2014, with such terms being annexed hereto. Certain of the material terms of the operating leases are set forth on Annex II. The remaining terms of the operating leases to be mutually agreed among the Company, CEC and the Initial Consenting Creditors on or prior to noon on December 24, 2014, with such terms being annexed hereto. Releases Th...
CEC. A Kiosk containing 1-3 Customer Service Stations, any necessary peripherals for the integrated solution, including the point of sale coupon shredder and check writers, Kiosk server, networking and software/middleware. POD: A geographic marketing area containing a host computer linking 1-25 Kiosks. EXPRESSION OF INTENT: This document is only an expression of the general terms which might form the basis for a definitive agreement to be entered into between the parties. This document should, in no way, be construed as a binding agreement between the parties. If a definitive agreement incorporating the terms of this document is not completed. for whatever reason, neither party shall have any liability to the other. The exception to this being purchase orders provided between the companies to cover the development costs while the final agreement is being finalized. The target date for a signed contract is February 15, 1997. AGREED: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxxx, Xx. ------------------------- --------------------------- Xxxxxxx X. Xxxxxx 1/15/97 Xxxxxxx Xxxxxxx, Xx. V.P. and General Manager President/CEO Payment Systems Division In Store Media Systems, Inc. Xxxxxx Xxxxxxxxxxx [*...*] Confidential material redacted and filed separately with the Commission.
CEC. CEC is a state-owned enterprise established under the laws of the PRC. Established in 1989 with the approval of the State Council of the PRC, CEC is a nationwide electronics and information technology conglomerate directly administered by the PRC government. CEC actively focuses on communications, consumer electronics, semi-conductor and software sectors in the PRC. CEC is interested in approximately 59.42% of the issued share capital of the Company.
CEC. CEC Contribution CEC will contribute $406 million plus the Additional Consideration (if applicable) (together, the “CEC Cash Contribution”) to be used to pay the RSA Forbearance Fees (on the terms described below), for general corporate purposes and to fund sources and uses (and capital structure described herein) required on the Effective Date. In connection with the Bond RSA, CEC shall pay the following cash fees (the “RSA Forbearance Fees”) in United States dollars to the Forbearance Fee Parties (as defined in the Bond RSA) in respect of such Forbearance Fee Parties’ forbearing from exercising their default-related rights and remedies solely to the extent required by, and as set forth in, the Bond RSA in an amount equal to (a) 1.625% of the Forbearance Fee First Xxxx Xxxx Claims (as defined in the Bond RSA) held by such Forbearance Fee Parties (which is presently due and owing) paid within 3 business days after receipt by counsel to CEC of a properly completed IRS Form W-9 or applicable IRS Form W-8 by a Forbearance Fee Party and (b) 1.625% of the Forbearance Fee First Xxxx Xxxx Claims held by such Forbearance Fee Parties paid on the Effective Date. For the avoidance of doubt and without limitation, each Forbearance Fee Party shall be an express third party beneficiary with respect to this provision. CEC shall also reimburse CEOC, and CEOC shall pay such amounts to the First Lien Noteholders, for any dilution of Available Cash otherwise payable to the First Lien Noteholders as adequate protection payments caused by the payment of RSA Forbearance Fees pursuant to the Bank RSA. In addition, CEC shall pay to each Consenting Creditor (or its transferee or assignee) who was signatory to the Bond RSA on or prior to January 15, 2015, and that held any First Lien Bank Claims at 10:00 a.m. ET on September 8, 2015 (and which First Lien Bank Claims are still held by such Consenting Creditor on the date that the Bond RSA became effective pursuant to section 36 thereof) (“
CEC. A Kiosk containing 1-3 Customer Service Stations, any necessary peripherals for the integrated solution. including the point of sale coupon shredder and check writers, Kiosk server, networking and software/middleware. EXPRESSION OF INTENT This document as only an expression of the general terms which might form the basis for a definitive agreement to be entered into between the parties. This document should in no way be construed as a binding agreement between the parties. It a definitive agreement incorporating the terms of this document is not completed for whatever reason neither party shall have any liability to the other. The exception to this being purchase orders provided between the companies to cover the development costs while the final agreement is being finalized. The target date for a signed contract is March 31, 1997. AGREED /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxxx, Xx. ----------------------------- ------------------------------ Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxxxx, Xx. V.P. and General Manager President/CEO Payment Systems Division In Store Media Systems, Inc. Xxxxxx Xxxxxxxxxxx [*...*] Confidential material redacted and filed separately with the Commission.
CEC. CEC is a state-owned enterprise established under the laws of the PRC. Established in 1989 with the approval of the State Council of the PRC, CEC is a nationwide electronics and information technology conglomerate directly administered by the PRC government. CEC actively focuses on communications, consumer electronics products, semi-conductor and software sectors in the PRC. CEC indirectly holds 59.42% of the issued share capital of the Company. As at the date of this announcement, CEC is the ultimate controlling shareholder of the Company indirectly holding 59.42% of the issued share capital of the Company. CEC is therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under each of the 2024 Master Property Management Services Agreement, the 2024 First Master Lease Agreement and the 2024 Second Master Lease Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules for the annual caps of the transactions contemplated under each of the 2024 Master Property Management Services Agreement, the 2024 First Master Lease Agreement and the 2024 Second Master Lease Agreement exceed 0.1% but all of which are less than 5%, the entering into of the 2024 Master Property Management Services Agreement, the 2024 First Master Lease Agreement and the 2024 Second Master Lease Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements, but are exempt from the independent shareholders’ approval requirement under the Listing Rules. None of the Directors have a material interest in the 2024 Master Property Management Services Agreement, the 2024 First Master Lease Agreement and the 2024 Second Master Lease Agreement and the transactions contemplated thereunder. Accordingly, no Director was required to abstain from voting on the Board resolutions for considering and approving the same.
CEC. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. In addition, (a) no claim or right arising out of this Agreement can be discharged by any party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by such party (and consented to by CEOC, the Requisite Consenting Creditors (as defined in the Bank RSA) if the Amended 1L Bond RSA is entered into and, to the extent relating to Section 1.1, CEC), (b) no waiver that may be given by any party unless consented to by CEOC, the Requisite Consenting Creditors (as defined in the Bank RSA) if the Amended 1L Bond RSA is entered into and, to the extent relating to Section 1.1, CEC, and any such waiver will not be applicable except in the specific instance for which it is given and (c) no notice to or demand on a party will be deemed to be a waiver of any obligation of such party and no notice from or demand by a party will be deemed to be a waiver of such party’s right to take further action without notice or demand as provided in this Agreement.
CEC may terminate the appointment of the Certifier under this Appointment:
(a) at any time on not less than 14 days' notice in writing;
(b) immediately if the Certifier becomes insolvent; or
(c) if the Certifier is in material or persistent b reach of its obligations and fails to remedy this within 14 days of receiving a notice from CEC specifying the b reach and requiring its remedy.
