Term Description. Terms Of Class 5 Warrants (warrants for Group Notes) The following Class 5 Warrants shall be issued on the effective date of the plan of reorganization, pro rata, to holders of Class 5 Claims; Warrants to receive up to 15% of the sum of the Distributable New Equity of Reorganized Group plus the 4% of new equity of Reorganized Group for distribution to management through the management compensation plan with a strike price equivalent to the per share price of New Equity in Reorganized Group upon the effective date of the Plan, which will be the grant date of the warrants, based on the Reorganized Group entities having an aggregate Enterprise Value of $550 million. The Class 5 Warrants shall be detachable, subject to anti-dilution protections (including (i) adjustments for stock splits, stock dividends, recapitalizations and similar events, and (ii) weighted-average adjustments for issuances of equity and equity-linked securities at prices below the Fair Market Value of Reorganized Group’s common stock (it being understood that for purposes of determining the price at which any such equity or equity-linked securities are issued, any customary underwriting discounts and commissions, liquidity discounts reasonably determined in good faith by the board, placement fees or other similar expenses incurred by Reorganized Group in connection with the issuance thereof shall not be taken into account)), and may be exercised, at the option of the holder, on a cashless basis (x) at such time as the per share equity value equals or exceeds 150% of the exercise price, as determined in accordance with note 4 infra or (y) upon a change of control or registration of securities. Upon exercise of the Class 5 Warrants on a cashless basis, the holder will be entitled to receive the number of shares equal to the difference between the value of the New Equity of Reorganized Group and the exercise price. The Class 5 Warrants shall expire on the 5th anniversary of the effective date of the Plan, if not previously exercised. The Class 5 Warrants may be exercised from time to time, in whole or in part, until the expiration thereof. Assumed And Rejected Contracts Unless otherwise provided in the Plan or listed on an exhibit to the Plan, all executory contracts and unexpired leases as to which any of the Debtors is a party shall be deemed automatically assumed in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code as of the Effective Date of t...
Term Description. Data subjects. Categories of data subjects whose personal data is transferred As described in the Variables table in the Agreement Personal data. Categories of personal data transferred As described in the Variables table in the Agreement Sensitive data. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures As described in the Variables table in the Agreement Transfer frequency. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) As described in the Variables table in the Agreement Nature of the processing As described in the Variables table in the Agreement Purpose of the data transfer and further processing As described in the Variables table in the Agreement Retention period. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period [INSERT] Sub-processor transfers. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing As described in Annex 2 of the Agreement
Term Description. Other Priority Claims Except to the extent that a Holder of an Allowed Other Priority Tax Claim agrees to a less favorable treatment, each Holder of an Allowed Other Priority Claim, including all employee priority claims, against any of the Debtors shall be paid in full in Cash by the Reorganized Company on the later of (i) five (5) business days after the Effective Date and (ii) five (5) business days after the date such claim is Allowed. Derivatives Claims Except to the extent that a Holder of an Allowed Derivatives Claim agrees to a less favorable treatment, on the Effective Date, in full and final satisfaction of such Allowed Derivatives Claim, each Holder (that is not a Consenting Lender) shall elect to either (a) reinstate such Holder’s swap agreement, with such reinstated swap agreement being secured pari passu with the Senior Facilities, or (b) receive the principal amount of loans under the Second Lien Term Loan in an amount equal to the amount of its Allowed Specified Derivatives Claim. Impaired; entitled to vote on the Plan Estimated total: $[ ] million Specified Derivatives Claims Except to the extent that a Holder of an Allowed Specified Derivatives Claim agrees to a less favorable treatment, on the Effective Date, each Holder of an Allowed Specified Derivatives Claim (that is a Consenting Lender) shall have such Holder’s swap agreement reinstated and secured pari passu with the Senior Facilities. Impaired; entitled to vote on the Plan Estimated total: $[ ] million Secured Property-Level Debt Claims To the extent that a Debtor in the Chapter 11 Cases is a borrower of Secured Property-Level Debt, except to the extent that a Holder of an Allowed Secured Property-Level Debt Claim agrees to a less favorable treatment, such Holder’s Secured Property-Level Debt shall be reinstated to the position, so as to render it unimpaired under the Plan, as of immediately prior to the Petition Date. Unimpaired; conclusively deemed to accept the Plan Estimated total: $[ ] million Unsecured Credit Facility Claims On the Effective Date, except to the extent that a Holder of an Allowed Unsecured Credit Facility Claim agrees to a less favorable treatment, in full and final satisfaction of its Allowed Unsecured Credit Facility Claim: (i) each Holder of an Allowed Unsecured Credit Facility Claim that exercises the Exit Facility Option shall receive: first, on a dollar-for-dollar basis on account of such Holder’s Allowed Unsecured Credit Facility Claim its pro rata sha...
Term Description. The Service Provider may also engage or subcontract with a third party service provider to directly or indirectly provide or support Services to the Service Recipient. Service Provider shall seek Service Recipient’s consent (not to be unreasonably withheld or delayed) with respect to any third party services providers engaged to directly provide Services to Service Recipient that were not previously providing such Service prior to Closing. Term Commences on the Closing Date and continues for 7 years thereafter (the “Initial Term”), subject to successive automatic 12-month renewals (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless EDR provides written notice of its intent not to renew no less than 60 days prior to the end of the then-current term. Each 12-month period during the Term, commencing on the Closing Date, shall be referred to herein as a “Service Year”. With respect to the Services designated as “Transition Services” on Schedule A, Service Provider shall only provide such Services for the applicable period set forth on Schedule A subject to one extension period of up to 3 months upon mutual agreement. Termination EDR may terminate this Agreement if HoldCo fails to pay any amounts due hereunder and does not cure such failure within 30 calendar days following notice thereof by EDR. HoldCo may terminate this Agreement (i) if EDR materially breaches its obligations under the Agreement, and such breach is not cured within 60 calendar days of notice by HoldCo to EDR of such breach or (ii) in connection with a Force Majeure which persists for at least 60 calendar days. The Parties may terminate a Service by mutual agreement. Consents To the extent any third-party consents are required in connection with the provision of the Services, the Service Provider and Service Recipient shall cooperate reasonably with each other and use their respective commercially reasonable efforts to obtain such consents. All costs, fees and expenses of obtaining any such consent or authorization or arranging alternative arrangements for delivering Transition Services shall be borne by Service Recipient. Service Provider shall not be required to provide any Service for which a consent is not obtained. Economic Terms In consideration of the provision of Services under this Agreement, HoldCo shall pay EDR: (a) the fees set forth below, plus (b) any and all reasonable, actual out-of-pocket costs, fees, assessments or expenses (including, without limit...
Term Description. Variation Management The Supply Agreement will include provisions relating to variation management, including notification requirements, whether or not such variation is required by Governmental Authorities, or requires Governmental Authority approval. Indemnification Each Party (the “Indemnifying Party”) will indemnify the other Party for losses for any claim brought by a Third Party against the other Party to the extent such losses result from (i) the gross negligence or willful misconduct of the Indemnifying Party in performing under the Supply Agreement or the Quality Agreement or (ii) the breach by the Indemnifying Party of its obligations under the Supply Agreement. Amgen will indemnify Novartis for losses for any claim brought by a Third Party against Novartis to the extent such losses result from any manufacturing defect at the time of delivery of Franchise Product 1 to Novartis (including failure of product to be manufactured in accordance with cGMP), except in the case that the Amgen reasonably requests Novartis to take prompt mitigating actions (including conducting a recall) with respect to such Franchise Product 1, in which case (1) Amgen shall be responsible for the costs related to such mitigation actions and (2) Novartis shall be responsible for losses with respect to such Franchise Product 1 for which Novartis declines to take such requested actions to the extent that such losses result from Novartis’ refusal to implement such requested actions. Distribution Novartis will require its distributors to have appropriate controls in place to manage the Franchise Product 1 in accordance with product labeled conditions. Miscellaneous The Supply Agreement would contain other customary provisions including, without limitation, provisions regarding financial audit rights, confidentiality, warranties, and termination. Franchise Product 2 and Franchise Product 3 The terms and conditions set out in this Commercial Supply Schedule shall only serve as a basis for the Supply Agreement for the Franchise Product 1. The Supply Agreements for the Franchise Product 2 and the Franchise Product 3, if any, shall include terms and conditions substantially similar to those set out in this Commercial Supply Schedule. Amgen Ref. No. 2015641252 SCHEDULE Amgen Ref. No. 2015641252 SCHEDULE Amgen Ref. No. 2015641252 SCHEDULE Out-of-Pocket Development Expenses, with respect to a Licensed Product, include direct out-of-pocket costs that are attributable to the Development ...
Term Description. Additional Indebtedness So long as the Second Lien Facility remains outstanding, 1L/2L Intercreditor Agreement will not permit designation of any additional Senior Priority Obligations (other than in connection with a permitted refinancing of the Senior Priority Obligations) or additional Second Priority Obligations.
Term Description. Scope of Services Between the date of the Transaction Agreement and the Closing, the Parties and the Transaction Committee shall work in good faith to determine the scope of the Services reasonably required for each Party’s business following the Closing. The Service Provider designated on Schedule A will provide or cause to be provided to the Service Recipient designated on Schedule A, as reasonably requested by Service Recipient, the services set forth on Schedule A (the “Services”). Subject to specifications and limitations to be mutually agreed, Service Provider will provide the Services consistent with past practice (including with respect to scope) and (a) in substantially the same manner as such services are performed or obtained by the Service Provider for its own account or for any of its subsidiaries (including UFC prior to Closing) or clients or (b) if Service Provider does not so perform such Services for itself or its clients (or did not provide such services for UFC prior to Closing), Service Provider will provide the Services in a commercially reasonable and diligent manner, in each case so long as commercially feasible. Notwithstanding anything in the foregoing to the contrary, Service Recipient may elect not to receive any Service which it reasonably deems in its sole discretion to not be provided in accordance with clauses (a) and (b) of this paragraph. EDR as Service Provider will use commercially reasonable efforts to provide UFC as Service Recipient with any services that UFC as Service Recipient received from EDR in the ninety (90) days prior to the Closing that were inadvertently omitted from Schedule A, in a commercially reasonable and diligent matter, to the extent commercially feasible. Certain Services may be provided to the Service Recipient by third party services providers on behalf of the Service Provider.
Term Description. Healthcare Medical Purpose (aka “primary uses”) Includes; the uses which directly contribute to the diagnosis, care and treatment of an individual and the Audit/Assurance of the quality of healthcare provided. In these cases person identifiable data can be used, but only the minimum amount of data should be used, and appropriate safeguards should be in place. Non-Healthcare Medical Purpose (aka “secondary uses”) Includes; the Management of Health Care Services, Preventative medicine, medical research, financial audit and the management of health [and social] care services. In these cases generally “effectively anonymised” data should be used, unless consent has been gained from the patient or there are special circumstances, such as an overriding public interest, or a route such as via Section 251 of the XXX Xxx 0000 or the Health Service (Control of Patient Information) Regulations 2002. However, current constraints on data quality reduces the ability to carry out such activities using effectively anonymised data, with the consequence that central NHS policy objectives cannot be realised. In the interim period therefore, where data and business processes are being refined in order to enable the use of effectively anonymised data, it may be necessary to use person identifiable data temporarily. However the amount of person identifiable data used should be minimised, and appropriate safeguards should be in place. Relevant legislation and other standards for information sharing: Data Protection Xxx 0000 Human Rights Xxx 0000 Common law duty of confidentiality Freedom of Information Xxx 0000 Access to Health Records Xxx 0000 Caldicott Guardian Manual 2010 Confidentiality NHS Code of Practice 2003 Confidentiality NHS Code of Practice – Supplementary Guidance: Public Interest Disclosures 2010 NHS Act 2006 (Section 251) NHS Information Governance Toolkit The Health Service (Control of Patient Information) Regulations 2002 AIDS (Control) Xxx 0000; NHS (Venereal Diseases) Regulations 1974; XXX Xxx 0000, NHS Trusts and Primary Care Trusts (Sexually Transmitted Diseases) Directions 2000. [Legislative amendments are necessary to reflect organisational change.] Human Fertilisation and Embryology Xxx 0000: ss 31 & 33; Human Fertilisation and Embryology (Disclosure of Information) Xxx 0000. Information Commissioners Data Sharing Code of Practice (See Appendix 3 for checklist) Appendix 3 – Information Commissioner’s Data Sharing Guide Objective of data sharing YES/NO Dat...
Term Description. Certificate Of Incorporation Reorganized Group will adopt revised by-laws and a revised certificate of incorporation. Terms of Reinstated IHC Second Lien Notes $123,471,201 principal amount of IHC Second Lien Notes to be reinstated with no changes to the indenture or Intercreditor Agreement governing the IHC Second Lien Notes; provided, however, that the indenture governing the IHC Second Lien Notes shall be modified as reflected in the supplemental indenture attached as an exhibit hereto. Public Listing Upon the effective date of the Plan, Existing Common Stock of Reorganized Group shall be deregistered and the new common stock of Reorganized Group shall not be registered; provided, however, that the New Board of Reorganized Group shall take all actions necessary for the new common stock of Reorganized Group to be quoted on the OTCBB (the “Pink Sheets”), including complying with all applicable requirements of the Pink Sheets with respect to non-reporting companies; provided, further, that the New Board of Reorganized Group may consider seeking a public listing on a national exchange for the new common stock of Reorganized Group.
Term Description. Excavation and Embankment Volume In computing volumes of excavation, the average end area method will be used unless otherwise specified. Measurement and Proportion by Weight The term “ton” will mean the short ton consisting of 2,000 pounds (907 km) avoirdupois. All materials that are measured or proportioned by weights shall be weighed on accurate, independently certified scales by competent, qualified personnel at locations designated by the RPR. If material is shipped by rail, the car weight may be accepted provided that only the actual weight of material is paid for. However, car weights will not be acceptable for material to be passed through mixing plants. Trucks used to haul material being paid for by weight shall be weighed empty daily at such times as the RPR directs, and each truck shall bear a plainly legible identification mark. Measurement by Volume Materials to be measured by volume in the hauling vehicle shall be hauled in approved vehicles and measured therein at the point of delivery. Vehicles for this Term Description purpose may be of any size or type acceptable for the materials hauled, provided that the body is of such shape that the actual contents may be readily and accurately determined. All vehicles shall be loaded to at least their water level capacity, and all loads shall be leveled when the vehicles arrive at the point of delivery. Asphalt Material Asphalt materials will be measured by the gallon (liter) or ton (kg). When measured by volume, such volumes will be measured at 60°F (16°C) or will be corrected to the volume at 60°F (16°C) using ASTM D1250 for asphalts. Net certified scale weights or weights based on certified volumes in the case of rail shipments will be used as a basis of measurement, subject to correction when asphalt material has been lost from the car or the distributor, wasted, or otherwise not incorporated in the work. When asphalt materials are shipped by truck or transport, net certified weights by volume, subject to correction for loss or foaming, will be used for computing quantities. Cement Cement will be measured by the ton (kg) or hundredweight (km). Structure Structures will be measured according to neat lines shown on the plans or as altered to fit field conditions. Timber Timber will be measured by the thousand feet board measure (MFBM) actually incorporated in the structure. Measurement will be based on nominal widths and thicknesses and the extreme length of each piece.