Definitions and Background Clause Samples

Definitions and Background. 1.1 Capitalized terms used in this Purchase Agreement but not defined herein have the meanings assigned to them in the Indenture of Trust by and between the Issuer and Computershare Trust Company, National Association, a national banking association (the “Trustee”), dated as of 1, 2025 (the “Indenture”). 1.2 This Purchase Agreement is for the sale and delivery of the Issuer’s Multifamily Housing Revenue Bonds (▇▇▇▇▇▇ ▇▇▇ MBS Secured) (Arcade) Series 2025A-1 (the “Long-Term Bonds”) and Multifamily Housing Revenue Bonds (Arcade) Series 2025A-2 (the “Short-Term Bonds,” and together with the Long-Term Bonds, the “Bonds”), which are being issued by the Issuer to provide financing for the Project. The Bonds will be issued pursuant to (i) that certain resolution of the Issuer adopted , 2025 (the “Bond Resolution”), (ii) the provisions of Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code, as amended (the “Act”), and (iii) the terms of the Indenture. The Bonds will be payable from sources pledged under the Indenture, including the moneys and securities from time to time held by the Trustee in the funds and accounts established under the terms of the Indenture (collectively, the “Trust Estate”). In connection with the issuance of the Bonds, the Issuer will execute and deliver this Purchase Agreement; the Indenture; the Financing Agreement among the Issuer, the Trustee and the Borrower (the “Financing Agreement”) dated as of 1, 2025; the Tax Certificate and Agreement by and between the Issuer and the Borrower (the “Tax Certificate”), dated , 2025; and the Regulatory Agreement and Declaration of Restrictive Covenants by and between the Issuer and the Borrower (the “Regulatory Agreement”), dated as of 1, 2025 (collectively, the “Issuer Documents”), and the Borrower will execute and deliver this Purchase Agreement, the Financing Agreement, the Continuing Disclosure Agreement, the Remarketing Agreement, the Tax Certificate, and the Regulatory Agreement (collectively, the “Borrower Documents”). The Issuer Documents and the Borrower Documents are referred to herein as the “Financing Documents.”

Definitions and Background. The Discloser is seeking investigators and sites to participate in a clinical trial entitled [INSERT] (the “Clinical Trial”) described in the protocol entitled: [INSERT] (“Protocol”) and, for this purpose, is willing to provide the Recipients with certain Confidential Information to assist them in evaluating and determining their respective interest in conducting the Clinical Trial. This Agreement shall govern the conditions of disclosure and use by each Recipient of such Confidential Information. In this Agreement, the following term shall have the meaning given to them hereunder:

Definitions and Background. The Borrower and the Co-Borrower acknowledge that they will each receive substantial benefits from the Lenders' extension of credit pursuant to the Loan Agreement to the Borrower and the Co-Borrower on the joint and several, cross-collateralized basis provided for herein and in the Loan Documents, which benefits are reasonably equivalent consideration for their respective incurrence of liability on account of the Obligations arising under the Loan Documents, and which benefits include, without limitation, the refinancing of certain existing indebtedness of the Borrower and the Co-Borrower and the ability to refinance that indebtedness at a lower interest rate and otherwise on more favorable terms than would be available if the Projects owned by the Borrower and the Co-Borrower were being financed on a stand-alone basis and not as part of a pool of assets comprising the security for the Obligations; and that each is joining in this Agreement, the Joinder and Supplement and the other Loan Documents in consideration of those benefits. The parties to this Joinder Agreement acknowledge and agree that the intention of the parties is that both the Borrower and the Co-Borrower shall be direct, primary, joint and several obligors with respect to all Obligations (except to the extent expressly provided to the contrary in this Joinder Agreement). However, in the event that for any reason either the Borrower or the Co-Borrower (in such event, such party is referred to herein as the "Secondary Obligor") is held or deemed to be a guarantor of or surety for the payment and performance of the obligations of the other (in such event, such other party is referred to herein as the "Primary Obligor") under this Agreement, the Loan Agreement or any of the other Loan Documents (such obligations are collectively referred to herein as the "Primary Obligor Obligations" and all documents evidencing, securing or relating to the Primary Obligor Obligation are referred to herein as the "Primary Obligor Documents"), the Primary Obligor and Secondary Obligor hereby agree as follows.

Definitions and Background. Each Borrower acknowledges that it will each receive substantial benefits from the Lenders’ extension of credit pursuant to this Agreement to the Borrower on the joint and several basis provided for herein and in the Loan Documents. The parties to this Agreement acknowledge and agree that the intention of the parties is that each Borrower shall be direct, primary, joint and several obligors with respect to all Obligations (except to the extent expressly provided to the contrary in this Agreement). However, in the event that for any reason any Borrower (in such event, such party is referred to herein as a “Secondary Obligor”) is held or deemed to be a guarantor of or surety for the payment and performance of the obligations of one or more other Borrower (in such event, such other party(ies) is referred to herein as a “Primary Obligor”) under this Agreement or any of the other Loan Documents (such obligations are collectively referred to herein as the “Primary Obligor Obligations” and all documents evidencing, securing or relating to the Primary Obligor Obligation are referred to herein as the “Primary Obligor Documents”), each Primary Obligor and Secondary Obligor hereby agree as follows.

Definitions and Background. 1. This matter is based upon an investigation and compliance review of physical accessibility for individuals with disabilities to the services, programs, and activities of ▇▇▇▇▇▇▇ State University ("the University" or "McNeese") under title II of the Americans with Disabilities Act ("ADA"), 42 U.S.C. §§ 12131-12134, and the Department of Justice´s implementing regulation, 28 C.F.R. Part 35. McNeese is a public university in Louisiana. McNeese is part of the University of Louisiana System ("UL System") and is governed by the Board of Supervisors (the "Board") for the UL System pursuant to Louisiana constitutional and statutory authority. 2. Under title II of the ADA, no qualified individual with a disability shall, by reason of such disability, be excluded from participation in, or be denied the benefits of, the services, programs, or activities of a public entity, including a public university, or be subjected to discrimination by any such entity. 42 U.S.C. § 12132; 28 C.F.R. 35.130. Title II also requires that, among other things, a public university, like McNeese must: (a) ensure that each facility (or part of a facility) constructed by, on behalf of, or for the use of the University — where the construction commenced after January 26, 1992 — be designed and constructed in such a manner that the facility (or part of the facility) is readily accessible to and usable by individuals with disabilities. 28 C.F.R. § 35.151; (b) ensure that for alterations commenced after January 26, 1992, each facility or part of a facility altered by, on behalf of, or for the use of the University in a manner that affects or could affect the usability of the facility or part of the facility, shall, to the maximum extent feasible, be altered in such a manner that the altered portion of the facility is readily accessible to and usable by individuals with disabilities. 28 C.F.R. § 35.151; (c) with respect to existing facilities, operate each service, program, or activity so that the service, program, or activity, when viewed in its entirety, is readily accessible to and usable by individuals with disabilities. 28 C.F.R. § 35.150. 3. The United States contends that its investigation and compliance review of the University identified barriers to access on the University´s campus, i.e., deviations from the ADA Standards for Accessible Design, 28 C.F.R. Part 36, Appendix A ("ADA Standards"), that, in the absence of alternative measures to achieve program access, rendered many of th...

Definitions and Background. This matter is based upon a compliance review of physical accessibility for individuals with disabilities at the ▇▇▇▇ Israel Deaconess Medical Center ("BIDMC") facilities under title III of the Americans with Disabilities Act, 42 U.S.C. §§ 12181 - 12189 (the "ADA"), and the Department of Justice's implementing regulation, 28 C.F.R. Part 36, including the ADA Standards for Accessible Design, 28 C.F.R. Part 36, Appendix A (the "Standards"). Title III of the ADA requires BIDMC to ensure that no individual with a disability is discriminated against on the basis of a disability in the full and equal enjoyment of BIDMC's services and facilities. 42 U.S.C. §§ 12182 - 12183. Title III of the ADA requires, among other things, that BIDMC remove barriers to access in existing facilities where it is readily achievable to do so, and that it construct or alter any buildings or facilities in such a manner that those buildings or facilities meet the requirements of title III of the ADA, including the Standards. BIDMC is the product of the 1996 merger of two and separate historic hospitals. The Deaconess Hospital was founded in 1896 by Methodist deaconesses as part of their missionary charter to care for city residents, and the ▇▇▇▇ Israel Hospital was founded in 1916 by the Boston Jewish community to meet the needs of the growing immigrant population. Today, BIDMC is a non-profit health care institution, and operates as a quaternary acute care academic medical center and a level one trauma center. BIDMC is recognized for its excellent patient care, medical research, teaching and community service. BIDMC's facilities consist of multiple connecting and non-connecting buildings in the East and West clinical campuses in the Longwood Medical Area of Boston, Massachusetts. Its facilities also include three community health clinics located in Dorchester, Lexington, and Chelsea, Massachusetts. At the time this review began in 2006, BIDMC owned approximately 30 buildings. Five buildings were constructed after the ADA was implemented, and are subject to the new construction standards. These facilities are ▇▇▇▇▇▇▇ on the East Campus, West Clinical Center on the West Campus, The Lexington Center in Lexington, Massachusetts, Chelsea Community Care Center in Chelsea, Massachusetts, and Bowdoin Street Community Health Center in Dorchester, Massachusetts. Many of BIDMC's existing buildings, or parts thereof, have been altered or renovated after the implementation of the ADA and are subje...

Definitions and Background a. The Company, as the result of the expenditure of time, skill, effort and money has developed and owns a proprietary System ("System") identified by certain Marks (as hereinafter defined) relating to a commercial/industrial distribution system for the Company's non-private labeled commercial/industrial products (the "Product" or "Products"). The System includes, but is not limited to, inventory and end user consumer supply and marketing support. b. The Company, as a wholesaler of the Products, wishes to develop a distributorship relationship with existing businesses ("Distributors") pursuant to which the Distributors will purchase from the Company an ongoing volume of Products, for resale to the Distributors' commercial/industrial customers, including, but not limited to, industrial plants, government, and private institutions, building owners, contractors, equipment manufacturers, and a wide variety of users of "MRO" (maintenance, repair and operations) materials. c. The Company has a separate line of business, which is the establishment of "Ace Hardware" retail stores, supplying consumer (as distinguished from commercial or industrial) hardware products. Those retail stores are owned by Member/Owners of the Company, which is a cooperative. The Members do business as "Ace Hardware" and they sell certain Ace brand merchandise and products bearing the Ace trademarks.

Definitions and Background. 153 15.02 Rights of the Administrative Agent and Lenders. 154 15.03 Obligations of Secondary Obligor to be Absolute. 154 15.04 Waivers of Defenses. 155 15.05 Impairment of Subrogation Rights. 156

Definitions and Background. In this Appendix: