Definitions and Background Sample Clauses

Definitions and Background. Section 1.01. When used herein the following words and phrases shall have the following meanings:

Definitions and Background. 1. 1Capitalized terms used in this Purchase Contract but not defined herein have the meanings assigned to them in Trust Indenture by and between the Issuer and Zions Bancorporation, National Association, a national banking association (the “Trustee”) dated as of March 1, 2023 (the “Indenture”). 1. 2This Purchase Contract is for the sale and delivery of the Issuer’s $11,275,000 Economic Development Authority of Northampton County and Towns Multifamily Housing Revenue Bonds (Myrtle Landing Apartments), Series 2023 (the “Bonds”) which are being issued by the Issuer to provide financing for the Project. The Bonds will be issued pursuant to (i) that certain resolution of the Issuer adopted July 28, 2022 (the “Bond Resolution”), (ii) the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2 of the Code of Virginia of 1950, as amended (the “Act”), and (iii) the terms of the Indenture. The Bonds will be payable from sources pledged under the Indenture, including the moneys and securities from time to time held by the Trustee in the funds and accounts established under the terms of the Indenture (collectively, the “Trust Estate”). In connection with the issuance of the Bonds, the Issuer will execute and deliver this Purchase Contract; the Indenture; the Loan Agreement by and between the Issuer and the Borrower (the “Loan Agreement”) dated as of March 1, 2023; the Tax Certificate and Agreement of the Issuer and the Borrower dated March __, 2023 (the “Tax Agreement”); and the Regulatory Agreement and Declaration of Restrictive Covenants (the “Regulatory Agreement”) (collectively, the “Issuer Documents”) and the Borrower will execute and deliver this Purchase Contract, the Loan Agreement, the Continuing Disclosure Agreement, the Remarketing Agreement, the Tax Agreement, and the Regulatory Agreement (collectively, the “Borrower Documents”). The Issuer Documents and the Borrower Documents are referred to herein as the “Financing Documents.”

Definitions and Background. The Discloser is seeking investigators and sites to participate in a clinical trial entitled [INSERT] (the “Clinical Trial”) described in the protocol entitled: [INSERT] (“Protocol”) and, for this purpose, is willing to provide the Recipients with certain Confidential Information to assist them in evaluating and determining their respective interest in conducting the Clinical Trial. This Agreement shall govern the conditions of disclosure and use by each Recipient of such Confidential Information. In this Agreement, the following term shall have the meaning given to them hereunder:

Definitions and Background. The Borrower and each Co-Borrower acknowledge that they will each receive substantial benefits from the Lenders' extension of credit pursuant to the Loan Agreement to the Borrower and the Co-Borrowers on the joint and several, cross-collateralized basis provided for herein and in the Loan Documents, which benefits are reasonably equivalent consideration for their respective incurrence of liability on account of the Obligations arising under the Loan Documents, and which benefits include, without limitation, the refinancing of certain existing indebtedness of the Borrower and the Co-Borrowers and the ability to refinance that indebtedness at a lower interest rate and otherwise on more favorable terms than would be available if the Projects owned by the Borrower and the Co-Borrowers were being financed on a stand-alone basis and not as part of a pool of assets comprising the security for the Obligations; and that each is joining in this Agreement, the Joinder and Supplement and the other Loan Documents in consideration of those benefits. The parties to this Joinder Agreement acknowledge and agree that the intention of the parties is that both the Borrower and the Co-Borrowers shall be direct, primary, joint and several obligors with respect to all Obligations (except to the extent expressly provided to the contrary in this Joinder Agreement). However, in the event that for any reason either the Borrower or any Co-Borrower (in such event, such party is referred to herein as the "Secondary Obligor") is held or deemed to be a guarantor of or surety for the payment and performance of the obligations of the other (in such event, such other party is referred to herein as the "Primary Obligor") under this Agreement, the Loan Agreement or any of the other Loan Documents (such obligations are collectively referred to herein as the "Primary Obligor Obligations" and all documents evidencing, securing or relating to the Primary Obligor Obligation are referred to herein as the "Primary Obligor Documents"), the Primary Obligor and Secondary Obligor hereby agree as follows.

Definitions and Background. Each Borrower acknowledges that it will each receive substantial benefits from the Lenders’ extension of credit pursuant to this Agreement to the Borrower on the joint and several basis provided for herein and in the Loan Documents. The parties to this Agreement acknowledge and agree that the intention of the parties is that each Borrower shall be direct, primary, joint and several obligors with respect to all Obligations (except to the extent expressly provided to the contrary in this Agreement). However, in the event that for any reason any Borrower (in such event, such party is referred to herein as a “Secondary Obligor”) is held or deemed to be a guarantor of or surety for the payment and performance of the obligations of one or more other Borrower (in such event, such other party(ies) is referred to herein as a “Primary Obligor”) under this Agreement or any of the other Loan Documents (such obligations are collectively referred to herein as the “Primary Obligor Obligations” and all documents evidencing, securing or relating to the Primary Obligor Obligation are referred to herein as the “Primary Obligor Documents”), each Primary Obligor and Secondary Obligor hereby agree as follows.

Definitions and Background. 1. This matter is based upon an investigation and compliance review of physical accessibility for individuals with disabilities to the services, programs, and activities of XxXxxxx State University ("the University" or "McNeese") under title II of the Americans with Disabilities Act ("ADA"), 42 U.S.C. §§ 12131-12134, and the Department of Justice´s implementing regulation, 28 C.F.R. Part 35. McNeese is a public university in Louisiana. McNeese is part of the University of Louisiana System ("UL System") and is governed by the Board of Supervisors (the "Board") for the UL System pursuant to Louisiana constitutional and statutory authority. 2. Under title II of the ADA, no qualified individual with a disability shall, by reason of such disability, be excluded from participation in, or be denied the benefits of, the services, programs, or activities of a public entity, including a public university, or be subjected to discrimination by any such entity. 42 U.S.C. § 12132; 28 C.F.R. 35.130. Title II also requires that, among other things, a public university, like McNeese must: (a) ensure that each facility (or part of a facility) constructed by, on behalf of, or for the use of the University — where the construction commenced after January 26, 1992 — be designed and constructed in such a manner that the facility (or part of the facility) is readily accessible to and usable by individuals with disabilities. 28 C.F.R. § 35.151; (b) ensure that for alterations commenced after January 26, 1992, each facility or part of a facility altered by, on behalf of, or for the use of the University in a manner that affects or could affect the usability of the facility or part of the facility, shall, to the maximum extent feasible, be altered in such a manner that the altered portion of the facility is readily accessible to and usable by individuals with disabilities. 28 C.F.R. § 35.151; (c) with respect to existing facilities, operate each service, program, or activity so that the service, program, or activity, when viewed in its entirety, is readily accessible to and usable by individuals with disabilities. 28 C.F.R. § 35.150. 3. The United States contends that its investigation and compliance review of the University identified barriers to access on the University´s campus, i.e., deviations from the ADA Standards for Accessible Design, 28 C.F.R. Part 36, Appendix A ("ADA Standards"), that, in the absence of alternative measures to achieve program access, rendered many of th...

Definitions and Background. In this Appendix:

Definitions and Background. 1.1 We refer to the Original Loan Agreement. Unless expressly provided to the contrary in this Letter, terms defined in, or construed for the purposes of, the Original Loan Agreement shall have the same meaning in this Letter. In addition:

Definitions and Background. The Parties means both Buyer and Seller. In this Agreement Material shall mean: Dry fly ash Wet conditioned fly ash Wet conditioned Furnace Bottom Ash DeSulphurization Gypsum Biomass fly ash Biomass Bottom ash Other, specify:

Definitions and Background. The parties to this Joinder Agreement each acknowledges and agrees that the intention of the parties is that both the Borrower and the Co-Borrower shall be direct, primary, joint and several obligors with respect to all Obligations. However, in the event that for any reason either the Borrower or the Co-Borrower (in such event, such party is referred to herein as the “Secondary Obligor”) is held or deemed to be a guarantor of or surety for the payment and performance of the obligations of the other (in such event, such other party is referred to herein as the “Primary Obligor”) under this Agreement, the Loan Agreement or any of the other Loan Documents (such obligations are collectively referred to herein as the “Primary Obligor Obligations” and all documents evidencing, securing or relating to the Primary Obligor Obligation are referred to herein as the “Primary Obligor Documents”), the Primary Obligor and Secondary Obligor hereby agree as follows.