Other Key Terms Clause Samples
The 'Other Key Terms' clause serves as a catch-all section that includes important contractual provisions not covered elsewhere in the agreement. This clause may address miscellaneous topics such as governing law, dispute resolution, notice requirements, or assignment rights, ensuring that all essential legal and administrative details are addressed. Its core function is to provide comprehensive coverage of additional terms that help prevent misunderstandings and fill any gaps left by the main sections of the contract.
Other Key Terms. The Project Agreement contains a number of other key terms, including: a)
Other Key Terms. Mutual Releases, Third Party Releases and Exculpation The Plan shall include usual and customary releases, including but not limited to, (a) mutual releases by and among the Debtors and the Consenting Lenders and each of their respective former and present officers, directors, agents, investors, attorneys, advisors, employees, shareholders, predecessors, successors, representatives, assigns, and affiliates (collectively, the “Released Parties”) and (b) releases for the benefit of the Released Parties by all holders of claims and interests, in each case to the fullest extent permitted under applicable law, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a final order by a court of competent jurisdiction to constitute bad faith, fraud, willful misconduct, knowing violation of law or gross negligence. In addition, the Plan shall include usual and customary exculpation provisions, which shall, among other things, exculpate the Debtors and all professionals and each of their respective former and present officers, directors, agents, investors, attorneys, advisors, employees, shareholders, predecessors, successors, representatives, assigns, and affiliates with respect to any act or omission in connection with, relating to, or arising out of the Restructuring, including but not limited to the Chapter 11 Cases, to the fullest extent permitted under applicable law, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a final order by a court of competent jurisdiction to constitute bad faith, fraud, willful misconduct, knowing violation of law or gross negligence. Reorganized AAC Equity Interests If a Reorganization Transaction is consummated, on the Effective Date, Reorganized AAC Holdings, Inc. (“Reorganized AAC”) shall issue new common stock or units (the “Reorganized AAC Equity Interests”) in accordance with the terms of the Plan and the new organizational documents, without the need for any further corporate or shareholder action. The Reorganized AAC Equity Interests shall not be registered under the Securities Act, and shall not be listed for public trading on any securities exchange. None of the Reorganized Debtors will be a reporting company under the Exchange Act. The Reorganized AAC Equity Interests and the New Warrants will be issued pursuant to section 1145 of the Bankruptcy Code and be freely transferrable ...
Other Key Terms. 4.1 Correction Period Start Date: Pursuant to Article 20, Section 20.1, the one-year correction of Work period shall commence upon [the date Contractor achieves Substantial Completion of the Work] [the date Contractor achieves Final Completion of the Work] [the date the applicable Governmental Authority issues a final Certificate of Occupancy for the entire Work].
Other Key Terms. Restructuring Documents All Restructuring Documents shall be consistent in all respects with the Restructuring Support Agreement and this Restructuring Term Sheet. The Plan Supplement shall also contain a “Description of Restructuring Transactions” which shall include a description of the transaction steps to be implemented to effectuate the Restructuring, including any changes to the corporate and/or capital structure of the Reorganized Debtors (to the extent known) to be made on the Effective Date, as determined by the Debtors with the reasonable consent of the Requisite Consenting Creditors except to the extent otherwise expressly set forth herein. For the avoidance of doubt, changes to the corporate and/or capital structure may include, but are not limited to, (i) the conversion of one or more of the Debtors into corporations, limited liability companies or partnerships, (ii) the creation of one or more newly formed Entities and/or holding companies with respect to the Reorganized Debtors, (iii) the issuance of intercompany liabilities and/or intercompany equity, and (iv) any “election” that may be made for United States federal income tax purposes. Critical Vendors The Debtors will treat certain holders of General Unsecured Claims as “critical vendors” pursuant to first-day orders, subject to the terms of the DIP Facilities. Milestones The Debtors shall comply with the milestone deadlines set forth on Exhibit 2 attached hereto. Exit Debt Facility On the Effective Date, the Reorganized Debtors shall enter into an exit debt financing facility (the “Exit Debt Facility”) in an aggregate principal amount necessary to repay, satisfy or fund, as applicable, (i) the aggregate amount of claims outstanding under the DIP Term Facility as of the Effective Date, (ii) the aggregate amount of FILO Note Claims outstanding as of the Effective Date (to the extent such claims are not reinstated or treated pursuant to section 1129(b) of the Bankruptcy Code under the Plan), (iii) up to an additional $82 million; provided, however that the Reorganized Debtors shall have minimum liquidity (including unrestricted cash and availability under the Exit ABL Facility as of the Effective Date) of $65 million; provided, further, however, that the principal amount of the Exit Debt Facility may be further increased with the prior written consent of the Requisite Consenting Creditors. The terms, conditions and amount of the Exit Debt Facility shall otherwise be reasonably acceptable t...
Other Key Terms. Intellectual property rights of Target Drug during the period of the Research Cooperation Agreement shall be jointly shared by both parties. Relevant legal procedures of right transfer of intellectual property rights such as patents applied or obtained by the Company shall be completed within three months upon the execution of the Renewal Agreement. Intellectual property rights (not subject to the Region for Cooperation) arising from the joint research and development after the execution of the Renewal Agreement shall be shared by both parties. If any such intellectual property right is eligible for the application for patents (not subject to the Region for Cooperation), both parties shall have joint ownership over such patents and the rights to such patent application; if patent application is not available at the time being, both parties shall jointly own such new proprietary technology. The ownership of and interest relating to the new drug certificate of Target Drug shall be jointly owned by both parties. Each party shall be entitled to 50% of the revenue of Target Drug within the Region for Cooperation. Details of the revenue allocation shall be separately agreed and determined between both parties through negotiations upon the expiration of the Renewal Agreement or prior to the commencement of production and sales of Target Drug. Having considered that (i) the terms and conditions of the Renewal Agreement were entered into between the parties after arm-length negotiation; (ii) each party is entitled to 50% of the revenue of Target Drug within the Region for Cooperation; (iii) both parties shall share the ownership jointly over the patents and rights to patent application relating to Target Drug; and (iv) both parties shall share the intellectual property rights arising from the joint research and development after the execution of the Renewal Agreement, the Board is of the view that the arrangement of research and development expenses borne as to 50% by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and as to 50% by the Company was entered into on normal commercial terms or better, and is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Other Key Terms. Securities Law Matters On the Plan Effective Date, Reorganized GCEH shall issue the New Common Equity and the New Preferred Equity in accordance with the terms of the Plan. Any New Common Equity and New Preferred Equity issued under the Plan will be issued (a) to the fullest extent permitted and applicable, without registration under the Securities Act or similar federal, state, or local Laws in reliance on the exemption set forth in section 1145 of the Bankruptcy Code or (b) to the extent that section 1145 of the Bankruptcy Code is not permitted or applicable, pursuant to other applicable exemptions under the Securities Act.
Other Key Terms. This Notice contains summary information with respect to the Settlement. The terms and conditions of the Settlement are set forth in the Settlement Agreement signed by the parties (the “Settlement Agreement”). The Settlement Agreement, and additional information with respect to the Lawsuit and the Settlement, is available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. If you do not have access to the Internet, you may obtain a copy of the Settlement Agreement by writing to the Settlement Administrator at the address below.
Other Key Terms. The Project Agreement contains a number of other key terms, including, but not limited to, the following examples: a) No Liability Except as expressly provided for in the Project Agreement, none of the City, any City party, Rideau Transit Group or any Rideau Transit Group party, or any government entity shall be liable to DB Co or any DB Co party for, and DB Co or any DB Co party shall not seek to recover from Rideau Transit Group or any Rideau Transit Group party or any government entity, any damages, losses, costs, liabilities or expenses which may arise, whether in contract, tort or otherwise, from the adoption, use or application of the background information by, or on behalf of, DB Co or any DB Co party.
Other Key Terms. 8. Supplier Handbook SDA’s Supplier Handbook 2020/21 NSW – Sydney Milk Region, which is attached as Schedule 1 to this MSA, contains important information relating to your supply of Milk. The terms of the Supplier Handbook are expressly incorporated, and form part of, this MSA.
Other Key Terms. Restructuring Documents All Restructuring Documents shall be consistent in all respects with the Restructuring Support Agreement and this Restructuring Term Sheet. The Plan Supplement shall also contain a “Description of Restructuring Transactions” which shall include a description of the transaction steps to be implemented to effectuate the Restructuring, including any changes to the corporate and/or capital structure of the Reorganized Debtors (to the extent known) to be made on the Effective Date, as determined by the Debtors with the reasonable consent of the Requisite Consenting Creditors except to the extent otherwise expressly set forth herein. For the avoidance of doubt, changes to the corporate and/or capital structure may include, but are not limited to, (i) the conversion of one or more of the Debtors into corporations, limited liability companies or partnerships, (ii) the creation of one or more newly formed Entities and/or holding companies with respect to the Reorganized Debtors, (iii) the issuance of intercompany liabilities and/or intercompany equity, and (iv) any “election” that may be made for United States federal income tax purposes. Critical Vendors The Debtors will treat certain holders of General Unsecured Claims as “critical vendors” pursuant to first-day orders, subject to the terms of the DIP Facilities. Milestones The Debtors shall comply with the milestone deadlines set forth on Exhibit 2 attached hereto.