Defined Term Meaning Sample Clauses

Defined Term Meaning. Account Any account maintained by American Express Saudi Arabia in relation to the Company Corporate Card Account. Annual Fee A fixed annual fee charged for issuance and renewal of a Card. Service Establishments
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Defined Term Meaning. Delivery Delivery of a product is physical delivery of a consignment to the Health Provider by the Distributor or supplier. Discards Unused blood and blood products disposed of due to expiry, breakage or any other reason. Dispatch Dispatch is defined as the point at which a consignment leaves the Suppliers/Distributors premises. Distributor A Distributor is an entity that is under contract with the NBA, or sub- contracted by an entity, to deliver blood or blood products or services. Gatekeeping Review of an authorisation by a Treating Medical Specialist, via BloodSTAR, to confirm that it satisfies specific criteria identified by governments before an authorisation for Immunoglobulin is approved. Goods Order Receipt Verification (GORV) This is a government term and relates to the ability to verify that a product that has been paid for by government has been ordered and received by the appropriate entity. Health Provider For the purposes of this document, a Health Provider, also referred to as an Australian Health Provider (AHP) and Approved Health Provider, is considered to be an organisation providing health services to the Australian community and approved by the NBA to receive blood and/or blood products. Health Provider Class The health provider class is the category of persons or institutions that are permitted to seek approval to receive individual products or product groups provided under National Blood Arrangements. Immunoglobulin (Ig) A term encompassing Intravenous Immunoglobulin (IVIg), Subcutaneous Immunoglobulin (SCIg) and Normal Human Immunoglobulin (NHIg). Health Provider Recipient Number The Health Provider recipient number is a unique number that is generated by Lifeblood. Imprest Imprest is holding of inventory for the purpose of having product available to meet clinical requirements. It has historical origins and is often applied to a stock order for a product that is under special arrangements such as needing to meet qualifying criteria for access. It is often applied to stock orders for albumin and intravenous immunoglobulin (IVIg). Incident An incident is an event or circumstance that resulted, or could have resulted, in unintended and/or unnecessary harm to a person and/or a complaint, loss or damage, and a near miss is an incident that did not cause harm but had the potential to do so. Intensive Product Management Intensive Product Management (IPM) is any special arrangements for a nominated Product in relation to supply planning, pr...
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Defined Term Meaning. “Required Consents” Any consents as may be required for (a) the conveyance, transfer or assignment to a Party, or the grant to a Party of rights of access and use, of resources provided or licensed by the other Party; and (b) with respect to any resource either (i) conveyed, transferred or assigned to BancTec pursuant to this Agreement, or (ii) provided or utilized after the Effective Date, such consents as may be required for the disclosure of the corresponding contract terms to DFS or its designee, and the assignment of such contract to DFS or its designee (or, in the case of leased Equipment, the purchase of such Equipment from the lessor in lieu of assignment of the lease), each as part of Disengagement Assistance.
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Defined Term Meaning. Effective Date shall mean the date indicated on the cover page of this Agreement on which this Agreement shall enter into force and become effective. [**] shall have the meaning set forth in Preamble D. Governmental Authority shall mean any (i) federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency, (ii) court tribunal or administrative hearing body, (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, (iv) any state-owned, state-controlled, or state-operated entity or enterprise, or (v) any public international organization (such as the World Bank, United Nations, World Trade Organization, etc.). Group shall have the meaning set forth in Preamble A. Group Company shall have the meaning set forth in Preamble A. Encumbrances shall mean any lien, charge, encumbrance, security interest including but not limited to interests arising from options, pledges, mortgages, indentures, security agreements, rights of first refusal or rights of pre-emption, irrespective of whether such Lien arises under any agreement, covenant, other instrument, the mere operation of statutory or other laws or by means of a judgment, order or decree of any court, judicial or administrative authority, and shall also mean any approval or consent required from a third party to the exercise or full vesting of a right or title. Ear RNA Delivery License shall mean a world-wide exclusive license to use, make, have made, market and sell products based on the Seller's technology and intellectual property for RNA delivery in the field of treating or preventing ear disorders; License Agreement shall have the meaning set forth in Section 2.1(i). Long-Stop Date shall mean 31 December 2022. Management Services Agreement shall have the meaning set forth in Section 2.1(f).
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Defined Term Meaning. Person shall mean any individual person (natürliche Person), any corporation, company, association, foundation or other incorporated legal entity (juristische Person), any general or limited partnership or other non-incorporated organisation (Rechtsgemeinschaft) doing business, or any state, governmental or other authoritative administration, entity or body. Purchaser shall have the meaning set forth on the cover page of this Agreement. ROFR shall have the meaning set forth in Section 10.1.
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Defined Term Meaning. Agreed Purposes Means the purposes set out in the Schedule Part 1 and “Agreed Purpose” shall mean any one of them; Council Personal Data means Personal Data which the Council shares with, transfers or otherwise gives access to, the Provider (or the Provider’s staff) for the relevant Agreed Purpose; Data Controller has the meaning given to “controller” under the GDPR; Data Processor has the meaning given to “processor” under the GDPR; Data Protection Legislation or DPA means (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”), the Law Enforcement Directive (Directive (EU) 2016/680) (unless and until they are no longer directly applicable in the UK) and any applicable national implementing Laws as amended from time to time; (ii) the Data Protection Xxx 0000 to the extent that it relates to Processing of Personal Data and privacy; and (iiii) all applicable Law about the Processing of Personal Data and privacy, including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003); Data Security Breach Means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure or, or access to the Shared Personal Data; Data Subject has the meaning given in the GDPR; Data Subject Request a request made by, or on behalf of, a Data Subject in accordance with their rights under the Data Protection Legislation, to access their Personal Data; Information Commissioner’s Office means the regulatory authority responsible for the protection of information rights and personal data in the United Kingdom;
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Related to Defined Term Meaning

  • Term Meaning Standard Service Any IET service published within and offered to campus customers via the IT Service Catalog at UR link: xxxxxxxxx.xxxxxxx.xxx Non-standard Service An IET service that does not have established rates/costs and must be agreed-to with customers on case basis. Service Manager The Service Manager is the individual who has overall accountability for managing a service. This - Operational management and support to deliver the benefits of the service - Ensuring services meet the business need and delivered in accordance with agreed business requ Service Owner A member of the IET leadership team who has oversight of IET services Terms and specific meanings used within this document are defined in the table below. IET require costs are either paid directly by the customer through various methods and mechanisms or they are paid centrally by the campus. In cases where costs must be paid by the customer, established campus rates will be used. Changes to established campus rates will be applied following a 30 day notice per campus policy. IET hourly labor rates are reviewed annually under campus rate guidelines, and may be changed during the course of the year. Customers are notified 30 days ahead of any rate changes. As a cost recovery operation, IET will provide cost estimates but makes no guarantees on providing services at a fixed price or fixed total cost to customers for any long-term agreements. Pursuant to UC policy, IET cannot offer any rates lower than those offered to other campus units. IET assures services performance, availability, capacity, and the information security of the service(s) covered in this agreement.

  • Word Meanings The words such as “herein”, “hereinafter”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural, and vice versa, unless the context otherwise requires. The masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires.

  • Defined Term Section Action Section 5.11(a) ADS Depositary Section 4.3 Affected Employees Section 5.12(a) Affiliate Section 3.27 Agreement Preamble Antitrust Laws Section 5.4(c) Applicable Laws Section 3.5(a) Assumed Option Section 2.1(c)(iii)(A) Assumed RSU Award Section 2.1(c)(v)(B) Book Entry Share Section 2.1(c)(i) Business Day Section 8.9(k) Cash-Only Shares Section 2.1(c)(i) Certificate of Merger Section 1.1 Class A Ordinary Shares Recitals Class B Ordinary Shares Section 4.3 Closing Section 1.2 Closing Date Section 1.2 Code Section 2.1(c)(iii)(A) Company Preamble Company Acquisition Proposal Section 5.2(a) Company Adverse Recommendation Change Section 5.2(d)(i) Company Benefit Plans Section 3.11(a) Company Certificate Section 2.1(c)(i) Company Common Stock Recitals Company Disclosure Schedule Article 3 Company ESPP Section 5.12(d) Company Material Adverse Effect Section 3.1 Company Material Contract Section 3.23(a) Company Permits Section 3.5(b) Company Permitted Liens Section 3.21(a) Company Preferred Stock Section 3.3 Company Real Property Section 3.5(d) Company Reports Section 3.7(a) Company Representatives Section 5.2(a) Company Restricted Stock Awards Section 2.1(c)(iv) Company Rights Section 2.5 Company Rights Agreement Section 2.5 Company RSU Awards Section 2.1(c)(v) Company Stockholder Approval Section 3.20 Company Stock Option Section 2.1(c)(iii)(A) Company Superior Proposal Section 5.2(d)(ii) Competition Action Section 5.4(c) Confidentiality Agreement Section 5.2(a) control Section 3.27 Cutoff Date Section 8.9(e) Definitive Financing Agreements Section 5.13(b) Delaware Sub Preamble Deposit Agreement Section 4.3 Derivative Transaction Section 3.25(a) DGCL Recitals Dissenting Shares Section 2.1(c)(vii) Dissenting Stockholder Section 2.1(c)(vii) DLLCA Recitals Effective Time Section 1.1 Environmental Laws Section 3.13(a) ERISA Section 3.11(a) ERISA Affiliate Section 3.11(c) Equity Compensation Exchange Ratio Section 2.1(c)(i) Exchange Act Section 3.4 Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) Exchange Ratio Section 2.1(c)(i) Excluded Shares Section 2.1(c)(ii) FCPA Section 3.5(e) Fee Section 7.5(b) Final Parent Stock Price Section 2.1(c)(i) Financing Section 5.13(a) Financing Commitments Section 5.13(a) Financing Sources Section 5.13(a) Form F-6 Section 5.7(a) Form S-4 Section 5.7(a) GAAP Section 3.7(b) Governmental Entity Section 3.6(b) Governmental Official Section 3.5(e) Hazardous Materials Section 3.13(b) HSR Act Section 3.6(b) Indemnified Party(ies) Section 5.11(a) IRS Section 3.11(a) Liens Section 3.4 Material Adverse Effect Section 8.9(c) Merger Recitals Merger Consideration Section 2.1(c)(i) Merger Sub Preamble New Financing Commitments Section 5.13(a) Non-U.S. Antitrust Laws Section 5.4(a)(i) Non-U.S. Company Benefit Plan Section 3.11(a) Non-U.S. Parent Benefit Plan Section 4.11(a) NYSE Recitals OFAC Section 3.5(f) Parent Preamble Parent ADS Recitals Parent Adverse Recommendation Change Section 5.16(d)(i) Parent Alternative Proposal Section 5.16(a) Parent Benefit Plans Section 4.11(a) Parent Disclosure Schedule Article 4 Parent Material Adverse Effect Section 4.1 Parent Material Contract Section 4.23(a) Parent Options Section 4.3 Parent Permits Section 4.5(b) Parent Permitted Liens Section 4.21(a) Parent Real Property Section 4.5(d) Parent Representatives Section 5.16(a) Parent Reports Section 4.7(a) Parent Shareholder Approval Section 4.20 Parent Superior Proposal Section 5.16(d)(ii) Parent UK Prospectus Section 5.7(d)(i) Per Share Cash-Only Additional Cash Amount Section 2.1(c)(i) Per Share Cash Amount Section 2.1(c)(i) Per Share Stock Amount Section 2.1(c)(i) Person Section 3.5(e) PFIC Section 4.10(b) Proxy Statement/Prospectus Section 5.7(a) Regulatory Filings Section 3.6(b) Required Jurisdiction Section 6.1(b)(iii) Returns Section 3.10(a) Rule 16b-3 Section 5.9 Xxxxxxxx-Xxxxx Act Section 3.7(a) SEC Section 3.7(a) Securities Act Section 3.6(b) Significant Subsidiary Section 3.4 Subsidiary Section 8.9(d) Surviving Entity Section 1.1 tax(es) Section 3.10(f) Third Party Provision Section 8.3 to the knowledge of Section 8.9(b) UK FSMA Section 2.2(b)(i) UK Prospectus Rules Section 5.7(d)(i) UKLA Section 5.7(d)(i) U.S. Company Benefit Plan Section 3.11(a) U.S. Parent Benefit Plan Section 4.11(a) THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 6, 2011, is by and among Ensco plc, a public limited company organized under the laws of England and Wales (“Parent”), Pride International, Inc., a Delaware corporation (the “Company”), ENSCO Ventures LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and ENSCO International Incorporated, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Delaware Sub”).

  • Extended Meanings In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders. The word "person" includes an individual, body corporate, partnership, trustee or trust or unincorporated association, executor, administrator or legal representative.

  • Fair Meaning The terms of this Agreement shall be given their fair meaning and shall not be construed in favor of or against either party hereto because of authorship. This Agreement shall be deemed to have been drafted by both of the parties.

  • Defined Term For purposes of this Section, the term "applicable law" includes FATCA.

  • Meanings For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities;” “interested persons;” and “assignment” shall have the meaning defined in the 1940 Act or the rules promulgated thereunder; subject, however, to such exemptions as may be granted by the SEC under the 1940 Act or any interpretations of the SEC staff.

  • Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • Additional Defined Terms Other capitalized terms defined elsewhere in the Agreement and not defined in Section 13.1 will have the meanings assigned to such terms in this Agreement in the sections referenced below: Adjustment Amount Section 2.2(f) Agreement Preamble Allocation Section 2.4 Assigned Contracts Section 1.1(f) Assigned Home Sale Contracts Section 1.1(c) Assigned Permits Section 1.1(g) Assignment and Assumption Agreement Section 8.1(d) Assumed Liabilities Section 1.3 Base Purchase Price Section 2.1(a) Xxxx of Sale Section 8.1(c) Buyer Introduction Buyer Indemnified Party Section 10.1 Closing Section 2.2 Closing Date Section 2.2 Closing Net Asset Value Section 2.2(b) Closing Statement Section 2.2(b) Confidential Information Section 5.3(a) Cooperation Indemnitees Section 6.4(a) Deductible Section 10.5(b) Deed Section 8.1(b) Determination Date Section 2.2(e) Dispute Notice Section 2.2(c) Disputed Items Section 2.2(c) Escrow Account Section 2.1(b)(i) Estimated Closing Statement Section 2.2(a) Estimated Net Asset Value Section 2.2(a) Estimated Purchase Price Section 2.1(a) Excluded Assets Section 1.2 Excluded Liabilities Section 1.4 Financial Statements Section 3.5 Financing Section 6.4(a) Financing Sources Section 6.4(b) General Indemnification Period Section 10.4 Holding Indemnity Agreement Section 8.1(f) Home Sale Contract Section 3.12 Home Sale Contract Deposits Section 1.1(d) Indemnification Cap Section 10.5(a) Indemnified Party Section 10.3(a) Indemnifying Party Section 10.3(a) Insured Bonds Section 6.3 Inter-Party Claim Section 10.3(a) Land Recital A Latest Balance Sheet Section 3.5 Latest Balance Sheet Date Section 3.5 Liable Party Section 10.9 Nonassignable Asset Section 1.6 Other Contracts Section 1.1(f) Owned Real Property Section 1.1(a) Party Introduction Personal Property Section 1.1(b) Pre-Closing Period Section 5.1(a) Projections Section 12.6 Property Taxes Section 7.1 Purchased Assets Section 1.1 Purchased Assets Conditions Section 6.1 Real Estate Transfer Taxes Section 7.2 Removed Real Property Section 1.5 Resolution Period Section 2.2(d) Seller Introduction Seller Indemnified Party Section 10.2 Seller Transaction Documents Section 3.1 Tax Representations Section 10.4 Termination Date Section 11.1(b) Third Party Claim Section 10.3(b) Title Policy Section 6.2 Title Pro Forma Section 6.2 Transaction Recital B Unresolved Items Section 2.2(e) Warranty Services Agreement Section 8.1(e)

  • UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

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