General Provisions Regarding the Note Account and Home ------------------------------------------------------ Loans. ------
(a) The Note Account shall relate solely to the Notes and to the Home Loans, Permitted Investments and other property securing the Notes. Funds and other property in the Note Account shall not be commingled with any other moneys or property of the Issuer or any Affiliate thereof. Notwithstanding the foregoing, the Indenture Trustee may hold any funds or other property received or held by it as part of the Note Account in collective accounts maintained by it in the normal course of its business and containing funds or property held by it for other Persons (which may include the Issuer or an Affiliate), provided that such accounts are under the sole control of the Indenture Trustee and the Indenture Trustee maintains adequate records indicating the ownership of all such funds or property and the portions thereof held for credit to the Note Account.
(b) If any amounts are needed for payment from the Note Account and sufficient uninvested funds are not available therein to make such payment, the Indenture Trustee shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in the Note Account.
(c) The Indenture Trustee shall, at all times while any Notes are Outstanding, maintain in its possession, or in the possession of an agent whose actions with respect to such items are under the sole control of the Indenture Trustee, all certificates or other instruments, if any, evidencing any investment of funds in the Note Account. The Indenture Trustee shall relinquish possession of such items, or direct its agent to do so, only for purposes of collecting the final payment receivable on such investment or certificate or, in connection with the sale of any investment held in the Note Account, against delivery of the amount receivable in connection with any sale.
(d) The Indenture Trustee shall not invest any part of the Trust Estate in Permitted Investments that constitute uncertificated securities (as defined in Section 8-102 of the Uniform Commercial Code, as enacted in the relevant jurisdiction) or in any other book-entry securities unless it has received an Opinion of Counsel reasonably satisfactory in form and substance to the Indenture Trustee setting forth, with respect to each type of security for which authority to invest is being sought, the procedures that must be followed to maintain the lien and security interest created by this I...
General Provisions Regarding the Contractor’s Staff) the Contractor shall replace, immediately and without compensation from Fusion for Energy, any member of its staff exposed to such a situation. The Contractor shall abstain from any contact likely to compromise its independence. The Contractor declares: that it has not made, and will not make, any offer of any type whatsoever, from which an advantage can be derived under the Contract; that it has not granted and will not grant, has not sought and will not seek, has not attempted and will not attempt to obtain, and has not accepted and will not accept, any advantage, financial or in kind, to or from any party whatsoever, where such advantage constitutes an illegal practice or involves corruption, either directly or indirectly, in as much as it is an incentive or reward relating to the performance of the Contract. Any personal data of natural persons (the “Data Subject”) included in or relating to the Contract, including its execution shall be processed by Fusion for Energy pursuant to Regulation (EC) No 45/2001 on the protection of individuals with regard to the processing of personal data by the Community institutions and bodies and on the free movements of such data. It shall be processed solely for the purposes of the performance, management and follow-up of the Contract by Fusion for Energy, without prejudice to possible transmission to its internal audit services, to the European Court of Auditors, to the Financial Irregularities Panel and/or to the European Anti-Fraud Office (OLAF) for the purposes of safeguarding the financial interests of the European Union. The Data Subject shall have the right of access to its personal data and the right to rectify any such data that is inaccurate or incomplete. Should the Data Subject have any queries concerning the processing of its personal data, it shall address them the Personal Data Controller. The Contractor shall have right of recourse at any time to the European Data Protection Supervisor. Fusion for Energy shall inform the Contractor of the name of the Personal Data Controller upon request.
General Provisions Regarding. Article 7. The representations and warranties contained in this Article 7 shall survive the Closing and continue in force for twelve (12) months following the Closing.
General Provisions Regarding. GUARANTY Section 2.1
General Provisions Regarding. PARTNERSHIP PREFERRED -------------------------------------------------- SECURITIES. -----------
(a) The Partnership is hereby authorized to issue and sell Partnership Preferred Securities having an aggregate liquidation preference of $103,093,000 and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI.
(b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or in redemption in respect of Partnership Preferred Securities) shall be guaranteed by HEI pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize The Bank of New York (or its successor), as trustee under the Partnership Guarantee, to hold the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(h)(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner and The Bank of New York, as trustee, each has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee.
(c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Partnership Preferred Securities will be issued in registered form only.
(d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive or similar right with respect to, any part of any new or additional limited partner interests, o...
General Provisions Regarding. THE PLAN Subordination The classification and treatment of Claims under the Plan shall conform to the respective contractual, legal, and equitable subordination rights of such Claims, and any such rights shall be settled, compromised, and released pursuant to the Plan. Restructuring Transactions The Confirmation Order shall be deemed to authorize, among other things, all actions as may be necessary or appropriate to effectuate any transaction described in, approved by, contemplated by, or necessary to consummate the Plan and the Restructuring Transactions therein. On the Plan Effective Date, the Debtors, as applicable, shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring Transactions. Cancellation of Notes, On the Plan Effective Date, except to the extent otherwise provided in this Instruments, Certificates, Plan Term Sheet or the Plan, all notes, instruments, certificates, and other and Other Documents documents evidencing Claims or Interests, including credit agreements and indentures, shall be canceled, and the Debtors’ obligations thereunder or in any way related thereto shall be deemed satisfied in full and discharged. Issuance of New Securities; On the Plan Effective Date, the Debtors or Reorganized Debtors, as Execution of the Definitive applicable, shall issue all securities, notes, instruments, certificates, and Documents other documents required to be issued pursuant to the Restructuring Transactions. Executory Contracts and The Plan will provide that the executory contracts and unexpired leases that Unexpired Leases are not rejected as of the Plan Effective Date (either pursuant to the Plan or a separate motion) will be deemed assumed pursuant to section 365 of the Bankruptcy Code. No executory contract or unexpired lease shall be assumed or rejected without the written consent of the Required Consenting Creditors and the Requisite Backstop Parties. For the avoidance of doubt, cure costs may be paid in installments following the Plan Effective Date in a manner consistent with the Bankruptcy Code. Retention of Jurisdiction The Plan will provide that the Bankruptcy Court shall retain jurisdiction for usual and customary matters. Discharge of Claims and Pursuant to section 1141(d) of the Bankruptcy Code and except as otherwise Termination of Interests specifically provided in the Plan or in any contract, instrument, or other agreement or document created pursuant to th...
General Provisions Regarding. THE PLAN shall be a judicial determination of the discharge of all Claims and Interests subject to the occurrence of the Plan Effective Date. Releases by the Debtors Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Plan Effective Date, each Released Party is deemed released and discharged by the Debtors, the Reorganized Debtors, and their Estates from any and all Causes of Action, including any derivative claims, asserted by or on behalf of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against or Interest in a Debtor or other Entity, based on or relating to or in any manner arising from in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Plan Support Agreement, the Disclosure Statement, the DIP Facility, the Plan, the Rights Offering, the New Exit Facility, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Plan Support Agreement, the Backstop Commitment Agreement, the Disclosure Statement, the DIP Facility, the Rights Offering, the New Exit Facility, or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date. Releases by Holders of As of the Plan Effective Date, each Releasing Party is deemed to have Claims and Interests released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Causes of Action, whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to or in any manner arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 ...
General Provisions Regarding the Contractor’s Staff), the immediate replacement of any member of its staff in such situation, without compensation from Fusion for Energy.
General Provisions Regarding the Americans with Disabilities Act (ADA) and the Fair Employment and Housing Act (FEHA) Because the ADA and FEHA requires accommodations for individuals protected under the aActs, the Union recognizes the Town's obligation to comply with all provisions of the ADA and FEHA on a case- by -case basis.
9.1.1 The Union recognizes that the Town has the legal obligation to meet with the individual employee to be accommodated through the interactive process before any adjustment is made in working conditions. The Union will be notified of these proposed accommodations prior to implementation by the Town.
9.1.2 Any accommodation provided to an individual protected by the ADA and/or FEHA shall not establish a past practice.
