Scottish Terms Sample Clauses

Scottish Terms. Unless the context otherwise requires: In this Indenture, where it relates to assets or undertakings located in Scotland or otherwise governed by Scots law or to any company incorporated in Scotland, a reference to: (a) ‘assignment’ includes ‘assignation’ under Scots law; (b) ‘assigns’ include ‘assignees’; (c) ‘attachment’ shall include ‘execution’ and ‘diligence’ under Scots law; (d) ‘Bankruptcy Law’ shall mean the Insolvency Xxx 0000; (e) ‘beneficial ownership’ shall mean the holding of the ‘beneficial interest under a trust’; (f) ‘consent’ where used in the phrase ‘consents to the entry of an order for relief against it in an involuntary case’ shall include, without limitation, an order of the relevant Court for relief, and shall not require the express consent of the Company or Guarantors, as the case may be; (g) ‘a covenant’ (in the context of Property) means a ‘burden or title condition’ under Scots law; (h) ‘a covenant’ (in the context of an agreement) means an ‘undertaking’ under Scots law; (i) ‘Custodian’ includes a receiver, administrative receiver, administrator, liquidator, interim manager or other similar person and includes, without limitation, a Scottish receiver with the powers conferred under Schedule 2 to the Insolvency Xxx 0000, a judicial factor or any person performing the same function of each of the foregoing; (j) ‘forfeiture’ includes ‘irritancy’ under Scots law; (k) ‘involuntary case’ shall include creditor-led insolvency proceedings commenced in under the Bankruptcy Law; (l) ‘judgement’ and ‘distress’ include ‘decree’ and ‘diligence’ respectively; (m) ‘leasehold’ shall include ‘long leasehold’ under Scots law; (n) ‘legal owner’ includes a ‘heritable proprietor’ under Scots law; (o) ‘order for relief’ shall include, without limitation, any winding up order, any administration order, any instrument of appointment of receiver, or any notice of appointment of administrator; (p) ‘set-off’ includes ‘retention, compensation and the balancing of accounts in insolvency’; (q) ‘stay’ or ‘stayed’ means ‘sist’ under Scots law; (r) ‘surrender’ shall mean ‘renunciation’ under Scots law; (s) ‘voluntary case’ shall include debtor or director-led insolvency proceedings commenced by under the Bankruptcy Law, and shall include, without limitation, liquidation, administration, receivership, company voluntary arrangement, moratorium or scheme of arrangement including restructuring plan.
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Scottish Terms. Where it relates to Spire Scotland or any other entity incorporated or established, or having its centre of main interests, in Scotland or otherwise relates to assets, rights, property, interests or security located in Scotland or otherwise governed by Scots law, a reference herein (or in any other Loan Document to which Spire Scotland or any such person is party) to: (a) assignment includes assignation under Scots law and assign shall be construed accordingly; (b) attachment shall include execution and diligence under Scots law; (c) beneficial ownership or title or equitable ownership or title (or similar phrases or terms)shall mean the holding of the beneficial interest under a trust; (d) covenant shall include, without limitation, any obligation or undertaking by either a tenant or landlord under a lease; and in the context of freehold title, includes a burden under Scots law; and in the context of undertakings, covenants shall mean obligations when expressed as a noun; and covenant shall mean oblige itself when expressed as a verb; (e) a disposal includes a conveyance, disposition and an assignation; (f) an easement means a servitude under Scots law; (g) forfeiture includes irritancy under Scots law; (h) freehold means heritable under Scots law; (i) good standing means, as regards a company or a limited liability partnership incorporated in Scotland, duly registered at Companies House in Edinburgh with all filings and fees required to be made or paid under the Companies Xxx 0000 or the Limited Liability Partnerships Act 2000 duly made or paid within applicable time limits; (j) guaranty means guarantee; (k) insolvency shall include bankruptcy; (l) judgment and distress include, without limitation, decree and diligence respectively; (m) leasehold shall include long leasehold under Scots law; (n) legal owner includes a heritable proprietor; (o) mortgagee or chargee includes a heritable creditor or a pledgee; (p) notice includes an intimation under Scots law; (q) overriding interest shall include any encumbrance as set out in section 9 of the Land Registration etc. (Scotland) Xxx 0000; (r) perfect and perfection shall include complete and completion respectively; (s) premium shall include, without limitation, a premium, grassum or other financial incentive; (t) a receiver, administrative receiver, administrator or other similar person includes, without limitation, a Scottish receiver with the powers conferred under Schedule 2 to the Insolvency Xxx 0000, a ...
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Scottish Terms. In this Agreement and any Debt Document, a reference to: (a) assignment includes assignation under Scots law; (b) attachment shall include execution and diligence under Scots law; (c) execute means in relation to any Scots law governed document that such document is subscribed so that it shall be presumed to have been subscribed by the grantor and/or other parties thereto for the purposes of sections 3 and/or 7 of, and/or Schedule 1 to, the Requirements of Writing (Scotland) Xxx 0000; (d) release, re-assign and/or re-transfer shall, to the extent it relates to assets located in Scotland or otherwise governed by Scots law be construed to also refer to retrocess; (e) set-off includes retention, compensation and the balancing of accounts in insolvency; and (f) stay or stayed means sist under Scots law.
Sample 1
Scottish Terms. Unless the context otherwise requires: In this Purchase Agreement, where it relates to assets or undertakings located in Scotland or otherwise governed by Scots law or to any company incorporated in Scotland, a reference to:
Sample 1
Scottish Terms. Where it relates to any Scottish Loan Party or any other entity incorporated or established, or having its center of main interests, in Scotland or otherwise relates to assets, rights, property, interests or security located in Scotland or otherwise governed by Scots law, a reference herein (or in any other Loan Document which is not governed by Scots law and to which any of the foregoing is applicable) to: (i) "assignment" includes assignation under Scots law, and "assign" shall be construed accordingly; (ii) "attachment" shall include execution and diligence under Scots law.
Sample 1

Related to Scottish Terms

  • Amounts and Terms of Assignments Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

  • Publicity; Terms of Agreement (a) The Parties agree that the material terms of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 12.2 and this Section 12.3. The Parties have agreed to make a joint public announcement of the execution of this Agreement substantially in the form of the press release attached as Exhibit F on or after the Effective Date. (b) After issuance of such joint press release, if either Party desires to make a public announcement concerning the material terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld, except that in the case of a press release or governmental filing required by Applicable Law (where reasonably advised by the disclosing Party’s counsel), the disclosing Party shall provide the other Party with such advance notice as it reasonably can and shall not be required to obtain approval therefor. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days (or within three (3) Business Days in the event that Ambrx (or its Affiliate) is a public reporting company) after receiving the press release for review and the other Party shall give good faith consideration to same. Ambrx shall have the right to make a press release announcing the achievement of each milestone under this Agreement as it is achieved, and the achievements of Regulatory Approvals as they occur, subject only to the review procedure set forth in the preceding sentence. In relation to BMS’ review of such an announcement, BMS may make specific, reasonable comments on such proposed press release within the prescribed time for commentary, but shall not withhold its consent to disclosure of the information that the relevant milestone or Regulatory Approval has been achieved and triggered a payment hereunder. Neither Party shall be required to seek the permission of the other Party to repeat any information regarding the terms of this Agreement that have previously been publicly disclosed by such Party, or by the other Party, in accordance with this Section 12.3. For clarity, neither Party shall disclose the financial terms of this Agreement without the prior written approval of the other Party, except as and to the extent otherwise expressly permitted under this Agreement. (c) The Parties acknowledge that either or both Parties may be obligated to file under Applicable Law a copy of this Agreement with the SEC or other Government Authorities. Each Party shall be entitled to make such a required filing, provided that it requests confidential treatment of at least the financial terms and sensitive technical terms hereof and thereof to the extent such confidential treatment is reasonably available to such Party. In the event of any such filing, each Party will provide the other Party with a copy of this Agreement marked to show provisions for which such Party intends to seek confidential treatment not less than five (5) Business Days prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), and shall reasonably consider the other Party’s comments thereon to the extent consistent with the legal requirements, with respect to the filing Party, governing disclosure of material agreements and material information that must be publicly filed, and shall only disclose Confidential Information which it is advised by counsel or the applicable Governmental Authority is legally required to be disclosed. No such notice shall be required under this Section 12.3(c) if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by either Party hereunder or otherwise approved by the other Party. (d) Each Party shall require each of its Affiliates and private investors to which Confidential Information of the other Party is disclosed as permitted hereunder to comply with the covenants and restrictions set forth in Sections 12.1 through Section 12.3 as if each such Affiliate and each such investor were a Party to this Agreement and shall be fully responsible for any breach of such covenants and restrictions by any such Affiliate or investor.

  • These Terms Unless otherwise specified, the Agreement will not include any purchase order, quote, confirmation, terms and conditions of any other document issued or provided to or by You.

  • Vendor’s Specific Warranties, Terms, and License Agreements Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective.

  • Terms of Sale The Purchase Price for all Partnership Interests purchased pursuant to Section 8.5 or Section 8.6 shall be paid at the Closing in immediately available United States funds; provided, however: (a) If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows: (i) to the extent that the Partnership elects to pay the Purchase Price in Class A Shares, the Partnership shall deliver to the Selling Partner or Former Partner such number of Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in Class A Shares, divided by (B) the Applicable Class A Closing Price Average; provided, however, that if the Partnership owns Class A Shares of more than one Company, the Partnership must deliver Class A Shares of each such Company in the same proportion as the Partnership’s ownership of Class A Shares of such Companies prior to such purchase; and (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of Class A Shares. (b) If the purchaser is a Partner, such Partner, at its election, may pay its portion of the Purchase Price in Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows: (i) to the extent that the Partner elects to pay the Purchase Price in Class A Shares of a Company, such Partner shall deliver to the Selling Partner or Former Partner such number of Class A Shares of that Company as shall be equal to the quotient of (A) the portion of the Purchase Price payable in Class A Shares of that Company, divided by (B) the Applicable Class A Closing Price Average (and the Partner may pay with Class A Shares of more than one Company in which event this calculation shall be made with respect to the Class A Shares of each Company whose Class A Shares are being used for payment); and (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of Class A Shares.

  • General Legal Terms 11.1 If any court of law having the jurisdiction to decide on this matter rules that any provision of this License Agree- ment is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable. 11.2 This License Agreement and your relationship with JetBrains under this License Agreement are governed by laws of Czech Republic. All disputes arising from the present License Agreement and/or in connection with it shall be finally decided with the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic by three arbitrators in accordance with the Rules of that Arbitration Court.

  • Key Terms Throughout this document, “You” and “

  • Terms of Use The Clean Energy Council Limited (CEC) owns all intellectual property rights in the Solar PV Sale and Installation Agreement (Agreement).

  • Terms of Agreement In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

  • Issuance and Terms of Equipment Notes The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactions, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Equipment Note becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

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