DEFINITIONS AND INTERPRETATION 1. Section 1.1 Defined Terms 1 Section 1.2 References and Rules of Construction 1
DEFINITIONS AND INTERPRETATION 1. Section 1.01 Certain Definitions 1 Section 1.02 References; Interpretation 3 Section 2.01 Provision of Services 3 Section 2.02 Additional Services 3 Section 2.03 Standard of Performance 4 Section 2.04 Subcontracting 4 Section 2.05 Cooperation 5 Section 2.06 Third Party Consents 6 Section 2.07 Certain Limits on Services 6 Section 2.08 Transitional Nature of Services; Changes 6 Section 2.09 Limited Remedy 7 Section 3.01 Charges for the Services 7 Section 3.02 Invoices 7 Section 3.03 Payments 7 Section 3.04 Late Payments; Invoice Disputes 8 Section 3.05 Taxes 8
DEFINITIONS AND INTERPRETATION 1. DEFINICE A VÝKLAD
1.1 All capitalised terms used but not defined in this Amendment Agreement 2 shall bear the meaning accorded to them in the CTA.
1.1 Všechny výrazy psané velkými písmeny, které jsou používány, ale nejsou definovány v tomto dodatku ke smlouvě č. 2, jsou použity ve významu, který mají ve Smlouvě.
1.2 Unless the context requires otherwise, all references to Sections or Schedules in this Amendment Agreement 2 shall be references to the relevant section or schedule in the CTA.
1.2 Nebude-li z kontextu vyplývat něco jiného, rozumí se veškeré odkazy na články či přílohy v tomto dodatku ke smlouvě č. 2 odkazy na příslušný článek ve Smlouvě či přílohu k ní.
1.3 Unless the context requires otherwise, references in the CTA to "this Agreement" shall be to the CTA as amended by this Amendment Agreement 2 and otherwise from time to time. 1.3 Nebude-li z kontextu vyplývat něco jiného, odkazy ve Smlouvě na „tuto smlouvu“ se rozumí odkazy na Smlouvu ve znění tohoto dodatku ke smlouvě č. 2 a případných dalších změn v budoucnu.
DEFINITIONS AND INTERPRETATION 1. Section 1.1 Definitions 1 Section 1.2 Currency 5 Section 1.3 Interpretation Not Affected By Headings 5 Section 1.4 Number and Gender 5 Section 1.5 Date for Any Action 6 Section 1.6 Meanings 6 Section 1.7 Statutes 6 Section 1.8 Enforceability 6 Section 1.9 Knowledge. 6 Section 1.10 Schedule. 6
DEFINITIONS AND INTERPRETATION 1. 1. Definitions In this trust agreement, the following terms shall have the following meanings:
DEFINITIONS AND INTERPRETATION 1. 1 In this Agreement, the recitals and the schedules hereto, unless the context or subject matter otherwise requires: 1.1.1 "Affiliate" shall have the meaning ascribed to such term under the CBCA; 1.1.2 "Audited Statements" has the meaning attributed thereto in Section 4.2; 1.1.3 "Auditors" means the auditors of the Corporations appointed in conformity with the provisions of this Agreement; 1.1.4 "Associate" shall have the meaning ascribed to such term under the CBCA; 1.1.5 "Budget" means the annual budget submitted by the Officers to the Board of Directors pursuant the Section 3.2.1 including any revisions thereto; 1.1.6 "Business" means the business of manufacturing and selling i) headers (including substitutes for headers including corrugated heads) for the pulp and paper industry in Canada and the United States; and ii) coated paper and laminate including roll and xxxx wrap used in Canada and the United States to package pulp and paper products that require protection; 1.1.7 "Cascades" means Groupe Conversion Cascades Inc., the party of the First Part; 1.1.8 "Cascades Directors" means the directors appointed pursuant to the provisions of Sections 3.1.2 and 3.1.4 hereof; 1.1.9 "CBCA" means the Canada Business Corporation Act as amended from time to time; 1.1.10 "Charters" means the Certificates of Incorporation of the Corporations and any amendments thereto; 1.1.11 "Change of Control" means a transaction resulting in a transfer of control (as this term is described in the CBCA); 1.1.12 "Corporation" means either Cascades Conversion Inc. and Cascades Sonoco, Inc. and Corporations means collectively Cascades Conversion Inc. and Cascades Sonoco, Inc.; 1.1.13 "Event of Default" means a change of control as described in Section 6.1; or ii) an Event of Insolvency; 1.
DEFINITIONS AND INTERPRETATION 1. 1 DEFINITIONS In this Agreement, including the recitals, this Article and the Schedules attached hereto, unless the context otherwise requires, or unless otherwise defined herein: "ADJUSTED STATEMENT" has the meaning set forth in clause 2.3; "AFFILIATE" means, with respect to the relationship between two (2) Persons, that one of them controls, or is controlled by, the other or that both of them are controlled by another Person where "control" means the direct or indirect ownership of more than fifty percent (50%) of the issued and outstanding voting securities or interests of the Person; "AGREEMENT" means this Asset Purchase and Sale Agreement; "ALLENBY LEASE" means the lease agreement with respect to the Allenby Repair Shop Building, to be entered into between Vendor and Purchaser on the Closing Date, substantially in the form attached as Schedule 22; "ALLENBY REPAIR SHOP BUILDING" means a truck repair shop on Xxxxxx owned property a short distance south of Lloydminster; "APPLICABLE LAW" means: (a) all federal, provincial, state, local and municipal laws, statutes, by-laws, rules, regulations and orders; <PAGE> -3- (b) all directives, guidelines, information letters, interim directives and bulletins, of any Government Authorities; and (c) all judgments, orders and decrees of all courts, arbitrators and Government Authorities and bodies exercising similar functions in actions or proceedings in which the Person in question is a party or by which it is bound or having application to the transaction or event in question; "ASSETS" means the assets owned or leased by Vendor in the operations and activities of the Business consisting of the following: (a) Vendor's entire interest in the Pipelines; (b) Vendor's entire interest in the Facilities; (c) the Intangible Rights and Interests; (d) the Linefill; (e) the Inventory (of which excess Inventory is to be paid for separately in accordance with Section 2.2(a)); (f) the Lands and Surface Rights;
DEFINITIONS AND INTERPRETATION 1. DEFINICE A VÝKLAD
1.1 Definitions 1.1 Definice In this Agreement: V této Dohodě:
DEFINITIONS AND INTERPRETATION 1. 定 義 及 釋 義
DEFINITIONS AND INTERPRETATION 1. 1 DEFINITIONS For purposes of this Agreement, the following terms shall have the following meanings: 1.1.1 “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, including through one or more intermediaries, controls or is controlled by, or is under common control, with such specified Person. 2 [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 1.1.2 “Agreement” means this Agreement, including any and all Annexes, Appendices or Exhibits hereto, and as amended from time to time. 1.1.3 “Arm’s Length Profit Percentage” means such appropriate xxxx-up as mutually agreed upon from time-to-time by the Parties in writing (electronic, facsimile or otherwise) in accordance with arm’s length principles and the most recent transfer pricing comparable analysis obtained by Recipient, and in a manner consistent and in accordance with the Sponsor Agreement. Factors to be considered in determining the Arm’s Length Profit Percentage shall include overall market conditions, the profitability of comparable independent enterprises engaged in comparable transactions and the functions performed, risks assumed, and assets utilized by each Party, respectively. The Parties agree that the initial Arm’s Length Profit Percentage as of the Supply Commencement Date will be set by Recipient based on and consistent with a recent transfer pricing comparable analysis obtained by Recipient and shall be at least [*]%. Any subsequent adjustments to the Arm’s Length Profit Percentage will be made in accordance with Sections 2.2.3 and 2.2.4. 1.1.4 “Force Majeure Event” means any act of God, fire, flood, earthquake, tsunami, accident, riot, war, act of terrorism, act of government, embargo, or other significant difficulty which significant difficulty is beyond the reasonable control and without the fault or negligence of the applicable Party that, in the case of Provider, materially and adversely affects (a) Provider’s manufacturing operations or the products produced by Provider, in each case, taken as a whole, or (b) the supply of products by Provider to Recipient, taken as a whole, or, in the case of Recipient, causes Recipient to be unable to perform its obligations under this Agreement. For purposes of this definition, the Parties agree that fluctuations in currency exchange rates or in DRAM pr...
