Background Definitions Sample Clauses
The 'Background & Definitions' clause establishes the context and key terms used throughout the agreement. It typically outlines the purpose of the contract, the parties involved, and provides precise definitions for important words or phrases that appear later in the document. By clarifying terminology and setting the stage for the agreement, this clause ensures that all parties share a common understanding, reducing the risk of ambiguity or misinterpretation in the contract's application.
Background Definitions s.1.1 The Parties to this agreement each have patents and/or patent applications relating to 2'-Fluoro-Arabinofuranosyl Purine Nucleoside technology including specific compounds, the synthesis of such compounds, and uses of such compounds as therapeutic treatments for cancer and other disease conditions, including:
Background Definitions. The Background of this Amendment, above, is hereby incorporated within and agreed to form a part of the agreements contained in this Amendment. All terms defined in the Lease and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Lease when used in this Amendment.
Background Definitions. This Agreement is made in the context of the following agreed state of facts:
a. The Bank and the Company are parties to a Credit Agreement dated the date of this Subordination Agreement under the terms of which the Bank will extend a revolving line of credit (the "Revolving Loan") to the Company for loans up to a maximum outstanding principal amount of $3,500,000.00, a term loan (the "Term Loan") in the principal amount of $291,000.00, a second term loan ("Term Loan II") in the principal amount of $1,116,000.00, and a third term loan ("Term Loan III") in the principal amount of $1,750,000.00. The Revolving Loan, the Term Loan, Term Loan II, and Term Loan III are hereafter referred to collectively as the "Loans," and the Term Loan, Term Loan II, and Term Loan Ill, are hereafter sometimes referred to collectively as the "Term Loans." All obligations of the Company to the Bank on account of the Loans, whether such obligations now exist or arise hereafter, including principal, interest and expenses of collection, and including any obligations on account of any extension, renewal or restructuring of the Loans, are hereafter referred to as the "Senior Obligations."
b. The Company is indebted to the Junior Creditor in the principal amount of $500,000.00. The indebtedness of the Company to the Junior Creditor is represented by the promissory note of the Company dated July ____, 2001 (the "Subordinated Note"). Any promissory note which may hereafter be given by the Company to the Junior Creditor to replace the Subordinated Note or to represent any extension, renewal or restructuring of the indebtedness now represented by the Subordinated Note is hereafter referred to as a "Substitute Subordinated Note." All obligations of the Company to the Junior Creditor now represented by the Subordinated Note or any Substitute Subordinated Note are hereafter referred to as the "Junior Obligations."
Background Definitions. Plaintiff filed this Action, alleging that the Museum’s Undergraduate Internship violates the Fifth Amendment of the U.S. Constitution because it preferences applicants based on Latino ethnicity. In response, Defendants submitted a brief and sworn declarations stating that the National Museum of the American Latino “does not consider [an] applicant’s race or ethnicity as a factor for awarding an [i]nternship”, ▇▇▇▇▇▇▇▇ ▇▇▇▇. ¶ 9, ECF No. 10-2, that the National Museum of the American Latino “does not collect data on race or ethnicity from the Internship Program applicants,” id. ¶ 7, and that the National Museum of the American Latino “does not have access to responses to demographic data questions that may be asked by” the Office of Academic Appointments and Internships—“a separate unit at the Smithsonian [Institution],” “in [The Smithsonian Online Academic Appointment System] for the Internship Program.” Id. ¶¶ 5, 7. Unless otherwise noted, the following definitions apply in this Settlement Agreement, and for the purposes of this Settlement Agreement alone:
A. Action means and refers to the litigation styled as American Alliance for Equal Rights ▇.
Background Definitions. 2.1 With energy shortages prevailing and gas-oil supplies diminishing, it is very important to conserve energy by increasing efficiency, and to reduce gas-oil consumption by encouraging the development of non-gas-oil types of generation.
2.2 Small power production and co-generation are two very effective methods of conserving energy and reducing gas-oil consumption.
2.3 Small power production is exotic generation for which the primary fuel/energy sources are wind, hydro, solar, biomass, waste, or renewable resources. Small power production facilities do not use gas-oil fuels as the primary fuel source.
2.4 Co-generation is the simultaneous production of electricity and useful heat in a way that requires less fuel than the separate production of electricity and heat. Co-generation facilities sequentially extract energy from a thermal process, and produce electricity and useful thermal energy. This recovery of waste heat by-products and the simultaneous production of two energy products is a more efficient use of gas-oil fuels than the separate production of two energy products.
2.5 The efficiency of small power production and co-generation can be maximized, if the customer's generation is connected parallel to the utility's system, so that the excess electricity the customer does not use is sold to the utility to be used by other customer's.
2.6 A parallel generation system is designed such that the customer's generation can be connected to a bus common with the utility's system. Power transfer between the customer's system and the utility's system is a common result.
Background Definitions. With energy shortages prevailing and gas-oil supplies diminishing, it is very important to conserve energy by increasing efficiency, and to reduce gas-oil consumption by encouraging the development of non-gas-oil types of generation.
Background Definitions. Sponsor desires Agency to work on its behalf to retain and engage the individual(s) identified on the face of this Agreement (hereinafter "Talent") to appear at the Event identified therein. Sponsor acknowledges that Agency is acting as a booking agent and there is no general principal/agent relationship that exists between Agency and Talent. Talent is an independent contractor, and not an employee of Agency, and shall have the sole and exclusive control over the means and methods of performing at the Event. No joint venture, partnership, agency, or employment relationship is created by this Agreement, and nothing in this Agreement is intended to convey any rights or benefits upon any third party. Agency shall only have the authority to bind Talent in accordance with the terms set forth in this Agreement.
Background Definitions. (a) Seller and Midland Cogeneration Venture Limited Partnership, a Michigan limited partnership ("MCV"), are parties to the Power Purchase Agreement dated as of July 17, 1986, as amended by Amendment No. 3 dated as of August 28, 1989 and Amendment No.4A dated as of May 25, 1989 (Amendment No. 1 being superceded by Amendment No.3 and Amendment No.2 having been rendered void ab initio) (such agreement, as so amended, the "PPA"). MCV has entered into five (5) separate Cogeneration Agreements Assignment Agreements, each dated as of June 1, 1990 (collectively, the "CAA Agreements"), pursuant to which MCV has assigned undivided interest percentages aggregating 100% in all of its rights, titles and interests in, to and under, the PPA, among other things, in each case as provided in the CAA Agreements. Pursuant to the Consent and Agreement dated as of June 1, 1990 (the "Consumers Consent") by Assignor with the assignee under each CAA Agreement and MCV, among others, Assignor has, among other things, consented to the CAA Agreements on the terms and subject to the provisions of the Consumers Consent.
(b) Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Recital I to the Consumers Consent and the definition conventions and rules of usage stated or adopted in such Recital I shall also be applicable to this Agreement except that all references to any agreement shall mean such agreement as in effect on the date of the Payment Agreement.
(c) For purposes of this Agreement: "PPA Claims" means any and all claims, interests, rights to payment, accounts, proceeds, general intangibles, payment intangibles and the like of Assignor existing under, or in respect of, the PPA (whether from MCV or any other primary or secondary obligor, including, but not limited to, those obligated in consequence of CAA Agreements) for (i) termination of the PPA pursuant to Section 7(c), 10(f) or 13 thereof, and (ii) repudiation, total breach or rejection of the PPA (whether pursuant to power granted under the Bankruptcy Code or other applicable law; and "Agreed Amount" is the excess of the amount actually paid by Assignor pursuant to Section 1 of the Payment Agreement over (B) amounts received by Assignor as described in clauses (a), (b) and (c) of Section 2 of the Payment Agreement.
Background Definitions