Assignment of Agreements means, with respect to each Individual Property, a first priority Assignment of Management Agreement and Agreements Affecting Real Estate or Amended and Restated Assignment of Management Agreement and Agreements Affecting Real Estate, as applicable, in form and substance satisfactory to Lender, dated as of the Closing Date, from each applicable Borrower, as assignor, to Lender, as assignee, as the same may thereafter from time to time be supplemented, amended, modified or extended by one or more written agreements supplemental thereto.
Relevant Provisions means, in respect of the Determination Agent, the provisions of the Determination Agency Agreement, the Trust Deed, and the Conditions.
statutory provision means a provision of an Act or of an instrument made under an Act.
Judicial commitment means a commitment by a court pursuant
Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).
Letter of Credit Indemnified Costs has the meaning specified therefor in Section 2.11(f) of the Agreement.
Administrative law judge means an individual or an agency
existing law means any law, notification, order, rule or regulation relating to levy and collection of duty or tax on goods or services or both passed or made before the commencement of this Act by the Legislature or any Authority or person having the power to make such law, notification, order, rule or regulation;
Law enforcement unit means an individual office, department, division, or other component of an education agency or institution that is officially authorized or designated by that agency or institution to (1) enforce laws or refer matters of law enforcement to appropriate authorities, or (2) maintain the physical security and safety of the agency or institution.
Governing Law This Agreement is governed by, and shall be construed in accordance with, English law.
Miscellaneous Interests means all properties, assets, rights and interests of any nature whatsoever which are related to Petroleum and Natural Gas Rights or Tangibles, excepting Petroleum and Natural Gas Rights and Tangibles, and including without limitation:
Governing Laws means the CRLPA, DRULPA, MULPL, KRULPA, TRLPA and FRULPA, as applicable.
the previous Instrument of Government means the Instrument of Government relating to the Corporation which had effect immediately before 1st January 2008;
Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.
Special Purpose Provisions has the meaning specified in Section 11.02 of the LLC Agreement.
Permitted Loan Purchase Assignment and Acceptance means an assignment and acceptance entered into by a Lender as an Assignor and Holdings, the Borrower or any of the Subsidiaries as an Assignee, as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit F or such other form as shall be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed).
Affiliated Lender Assignment and Assumption means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved by the Administrative Agent and the Borrower.
Existing Transfer Restrictions means Transfer Restrictions on the Collateral Shares:
EEA Agreement means the Agreement on the European Economic Area signed at Oporto on 2nd May 1992 as adjusted by the Protocol signed at Brussels on 17th March 1993;
Issuing Bank Agreement means an agreement in the form of Exhibit C, or in any other form reasonably satisfactory to the Administrative Agent, pursuant to which a Lender agrees to act as an Issuing Bank.
Judicial Authority means any court, arbitrator, special master, receiver, tribunal or similar body of any kind.
Personal Effects means personal items regularly worn or carried on the person for his/her personal use, for example clothing, watch, wallet.
Judicial Branch Entity or “Judicial Branch Entities” means any California superior or appellate court, the Judicial Council of California, and the Habeas Corpus Resource Center.
Indemnified Costs has the meaning specified in Section 8.05(a).
Qualified Costs means an electric utility's regulatory assets as determined by the commission, adjusted by the applicable portion of related investment tax credits, plus any costs that the commission determines that the electric utility would be unlikely to collect in a competitive market, including, but not limited to, retail open access implementation costs and the costs of a commission approved restructuring, buyout or buy-down of a power purchase contract, together with the costs of issuing, supporting, and servicing securitization bonds and any costs of retiring and refunding the electric utility's existing debt and equity securities in connection with the issuance of securitization bonds. Qualified costs include taxes related to the recovery of securitization charges.
Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that:
(i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and
(ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of: