Amendments; Construction The Administrator may amend the terms of this Restricted Share Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without his or her consent. To the extent the terms of Section 12 above conflict with any prior agreement between the parties related to such subject matter, the more restrictive provision shall be deemed to apply. Headings to Sections of this Restricted Share Agreement are intended for convenience of reference only, are not part of this Restricted Share Agreement and shall have no effect on the interpretation hereof.
Shipping Terms Products are shipped Ex Works (Incoterms 2000) Manufacturer’s shipping point in the United States. Legal title, control of, right of possession and risk of loss of Products shall pass to Distributor upon shipment from Manufacturer’s shipping point in the United States. Distributor shall pay for each order the price of the Products, export packing and such shipping costs as may be directly incurred by Manufacturer for such order. Distributor shall ensure that Products shipped are stored and handled in accordance with the specifications Manufacturer shall from time to time provide. Returning Products Authorization must be obtained from Manufacturer before the return of any product. A Returned Material Authorization (RMA) number will be given to you. Any returned product packaging must be clearly labeled with the RMA number. Any Product delivered to the Distributor in a damaged, defective, or nonconforming condition may be returned for full credit or replacement, upon approval of Manufacturer, within thirty (30) calendar days from the date of receipt by the Distributor. Any product that has been opened or has broken package seals becomes the property of the Distributor and may not be returned for credit or replacement. Contact Manufacturer for information about credit for or replacement of any purchased and unexpired products that are still in the original packaging (unopened and undamaged). A restocking charge may also apply. SCHEDULE 3 SALES FORECAST The following table lists the sales forecast levels for the eSVS MESH devices which must be achieved by Distributor as of the end of the first six (6) months and second six (6) months of this agreement. The sales forecast for the second and third years of this agreement shall be mutually agreed upon no later than the 360th day from the effective date of this agreement and shall be added to schedule 3 by mutual consent. Sales Forecast Geographic Region 1st 6 months 2nd 6 months Year 2 Year 3 Greece 10 15 SCHEDULE 4 PRODUCT WARRANTY LIMITED WARRANTY AND DISCLAIMER KIPS BAY MEDICAL, Inc. warrants that reasonable care has been used in the design and manufacture of this instrument. This warranty is in lieu of and excludes all other warranties not expressly set forth herein, whether express or implied by operation of law or otherwise, including, but not limited to, any implied warranties of merchantability of fitness for a particular purpose. Handling, storage, cleaning and sterilization of this instrument as well as other factors relating to the patient, diagnosis, treatment, surgical procedures, and other matters beyond KIPS BAY MEDICAL’s control directly affect the instrument and the results obtained from its use. KIPS BAY MEDICAL’s obligation under this warranty is limited to the repair or replacement of this instrument and KIPS BAY MEDICAL shall not be liable for any incidental or consequential loss, damage, or expense directly or indirectly from the use of this instrument. KIPS BAY MEDICAL neither assumes, nor authorizes any other person to assume for it, any other or additional liability or responsibility in connection with this instrument. KIPS BAY MEDICAL assumes no liability with respect to instruments reused, reprocessed or resterilized and makes no warranties, express or implied, including but not limited to merchantability or fitness for a particular purpose, with respect to the instrument.
Definitions Rules of Construction In addition to terms otherwise defined herein, the following terms are used herein as defined below:
Defined Terms Rules of Construction Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction set forth in Section 1.02 of the Credit Agreement shall apply herein.
Conflicting Terms In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.
Definitions and Rules of Construction 1.1 Unless otherwise defined herein, the following capitalized terms shall have the following meanings:
Definitions Construction (a) All initially capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement (including Schedule 1.1 thereto). Any terms (whether capitalized or lower case) used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided that to the extent that the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:
Defined Terms and Rules of Construction Capitalized terms used but not otherwise defined in this Agreement have the meanings given to them in the Indenture, dated as of [______________], 20[__] (the "Indenture"), between CWHEQ Revolving Home Equity Loan Trust, Series 200_-_ and the Indenture Trustee, and if not defined there, in the Sale and Servicing Agreement. In addition, Section 1.04 (Rules of Construction) of the Indenture is incorporated by reference with appropriate substitution of this Agreement for references in that Section to the Indenture so that the language of that Section will read appropriately as applying to this Agreement.
Defined Terms Construction 1.01 Defined Terms 1.02 Construction ARTICLE II LOAN 2.01 Loan Terms 2.02 Prepayment Premium 2.03 Exculpation 2.04 Application of Payments 2.05 Usury Savings 2.06 Floating Rate Mortgage - Third Party Cap Agreement ARTICLE III LOAN SECURITY AND GUARANTY 3.01 Security Instrument
Terms of AAU; Certain Definitions; Construction Each AAU will relate to an Offering, and will identify: (i) the securities to be offered in the Offering (the “Securities”), their principal terms, the issuer or issuers (each, an “Issuer”) and any guarantor (each, a “Guarantor”) thereof, and, if different from the Issuer, the seller or sellers (each, a “Seller”) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the “Underwriting Agreement”) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the “Underwriters”) on whose behalf the Manager (as defined below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or (y) an offering in multiple jurisdictions or markets involving two or more syndicates (an “International Offering”), each of which will offer and sell Securities subject to such restrictions as may be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (iii) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the “Purchase Price”), (iv) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the “Offering Price”), any selling concession to dealers (the “Selling Concession”), reallowance (the “Reallowance”), management fee, global coordinators’ fee, praecipium, or other similar fees, discounts, or commissions (collectively, the “Fees and Commissions”) with respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A) the proposed or actual pricing date (“Pricing Date”) and settlement date (the “Settlement Date”), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C) any co-managers for such Offering (the “Co-Managers”), (D) your proposed participation in the Offering, and (E) any trustee, fiscal agent, or similar agent (the “Trustee”) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the “Indenture”) under which such Securities will be issued.
