Description of Data Instructions to the drafter; delete after completion of this section: This section of this attachment should provide sufficient information such that each party understands the information that will be transmitted under this Agreement. Examples of information that should be provided include: * Whether the data is obtained from human subjects and, if so, a description of the population included in the data. * If the data is from animal subjects, the species of animal the data was obtained using. * If not from human or animal subjects, a description of the focus of the data. * The number of subjects and/or experiments included * Name of the study that the data was obtained under If there is a particular study that needs to be acknowledged/cited as the source of the data, this information should be included here.
Headings and Table of Contents The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof.
Effect of Headings and Table of Contents The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
CONSTRUCTION OF HEADINGS The headings contained in this Agreement are included solely for the reader’s convenience and reference.
Descriptive Data A. The contractor shall deliver data in accordance with and as specified in Section J, Exhibit A (Contract Data Requirements List (CDRL)) and as cited in each individual task order.
DESCRIPTION OF THE WORKS Employer’s objectives The scope of the request includes the recommended monthly preventative, quarterly and annual maintenance that needs to be conducted to ensure all areas of the airports are lit and compliant. It will include all the other adhoc request (labor rates) where required upon approval by the maintenance manager. The compliance will be based on the following: • Maintenance as per OEM • Organizational guidelines and codes of practice • OHS act 93 – Occupational Health and Safety • ISO 9001 – Quality management • ISO 14001 – Environmental Management • SANS 10142 – The wiring code • ICAO Annex 14 chapter 5. • ACSA Maintenance Procedure D060 024M This scope entails the maintenance and repair of LV systems and all lighting at Costal airports. In brief, maintenance involves servicing, repairs, and testing of lights and LV systems. This involves carrying out maintenance on electrical equipment such as LV DBs, electrical plant, wiring enclosures and luminaires and associated control systems, portable appliances and other specific electrical equipment, in order to minimize downtime, and ensure that the equipment performs at optimal levels and functions to specification at the specified areas. Servicing - performing routine preventive maintenance as prescribed by the original equipment manufacturer (OEM), ACSA’s planned maintenance routines, and applicable legal and design standards. Repairs – responding to breakdowns, callouts and restoring the equipment to safe working conditions on an as and when basis. Advisory – telephonically guiding airport electricians under emergency situations to ensure systems are safely shutdown or returned to service within stringent times. System Performance Test – Testing equipment performance against the OEM, ACSA, and statutory requirements for compliance and return to service purposes. Extent of the works The Contractor will be fully responsible for meeting all requirements in this document regarding the Works. For each piece of equipment, all work will be carried out to standards as required by the Original Equipment Manufacturer (OEM) as well as any applicable governing law and/or regulations. Where OEM standards differ from those required by this document the more stringent requirement shall apply. The Contractor will be fully responsible for obtaining (and keeping up to date with) said requirements. The proposed minimum scheduled maintenance activities can be found in annex H.
TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
Removal of Contents Materials shown to be contrary to fact shall be removed from the file. This section shall not authorize the removal of materials from the evaluation file when there is a dispute concerning a matter of judgment or opinion rather than fact. Materials may also be removed pursuant to the resolution of a grievance.
DESCRIPTION OF CONTRACT MODIFICATION This contract modification is made in accordance with Exhibit E-Revised-1, Contractual Terms and Conditions, Section 22. CHANGES, to be made part hereof for all pertinent purposes. The changes are as follows:
Description of Funding Techniques 6.2.1 The following are terms under which standard funding techniques shall be implemented for all transfers of funds to which the funding technique is applied in section 6.3.2 of this Agreement. Funding Technique Name Description Actual Clearance, ZBA - ACH The State shall request funds such that they are deposited by ACH in a State account on the settlement date of payments issued by the State. The request shall be made in accordance with the appropriate Federal agency cut-off time specified in Exhibit I. The amount of the request shall be for the amount of funds that clear the State's account on the settlement date. This funding technique is interest neutral. Actual Clearance, ZBA - Same Day Payment The State shall request funds the same day it pays out funds, in accordance with the appropriate Federal agency cut-off time specified in Exhibit I. A Federal agency will deposit funds in a State account the same day as requested. The amount of the request shall be for the amount of funds that clear the State's account that day. This funding technique is interest neutral. Average Clearance The State shall request funds such that they are deposited by ACH on the dollar- weighted average day of clearance for the disbursement, in accordance with the clearance pattern specified in Exhibit II. The request shall be made in accordance with the appropriate Federal agency cut-off time specified in Exhibit I. The amount of the request shall be for the exact amount of that disbursement. This funding technique is interest neutral.
