For purposes of Clause Samples

For purposes of. (1) the preceding clause (a)(C)(2), the value of the aggregate net cash proceeds received by the Company from, or as a capital contribution in connection with, the issuance of Qualified Stock either upon the conversion of convertible Indebtedness of the Company or any of its Restricted Subsidiaries or in exchange for outstanding Indebtedness of the Company or any of its Restricted Subsidiaries or upon the exercise of options, warrants or rights shall be the net cash proceeds received by the Company or any Restricted Subsidiary upon the issuance of such Indebtedness, options, warrants or rights plus the incremental amount received by the Company or any Restricted Subsidiary upon the conversion, exchange or exercise thereof; (2) the preceding clause (a)(C)(4), the value of the consolidated Net Investment on the date of Revocation shall be equal to the Fair Market Value of the aggregate amount of the Company's and/or any Restricted Subsidiary's Investments in such Subsidiary of the Company on the applicable date of Designation; and (3) determining the amount expended for Restricted Payments, cash distributed shall be valued at the face amount thereof and property other than cash shall be valued at its Fair Market Value on the date such Restricted Payment is made by the Company or a Restricted Subsidiary, as the case may be.

For purposes of this Section 5.1.4

For purposes of relating the seniority of a casual employee to that of regular employees, the seniority date or initial date of hiring of such employee shall be calculated by: (a) Dividing their number of seniority hours by a factor of seven- point-five (7.5), which shall be deemed to be the number of days worked; and then (b) Taking the number of days worked derived under subsection (1) herein multiplied by a factor of one-point-four (1.4) rounded off to the nearest whole number, which shall be deemed to be the number of calendar days of employment. The seniority date shall then be calculated by backdating from the applicable date the number of calendar days thus determined. (c) The parties have agreed that upon return to work, casual employees will be treated fairly and equitably with respect to crediting their seniority hours lost while receiving Workers’ Compensation benefits. The administrative details to implement the principles outlined in the foregoing will be concluded within thirty (30) days of ratification of the Agreement. In the event the parties are unable to reach agreement, written submissions of no greater than two (2) pages will be provided to a third party who shall render a binding decision.

For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of any Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agents shall promptly notify the Lenders of the occurrence of the Effective Date.

For purposes of. (i) carrying out: (A) any Subproject; and (B) the pertinent Project activities under Parts A, B and D.1 of the Project, all under the territorial jurisdiction of a given Participating Province I; and (ii) financing the carrying out of Part D.2 of the Project, the Borrower shall onlend a portion of the proceeds of the Loan allocated to Categories (1), (2) and (3) set forth in the table in paragraph 1 of Schedule 1 to this Agreement (the Subsidiary Loan) to said Participating Province I under a subsidiary loan agreement (the Subsidiary Loan Agreement I) to be entered into between the Borrower and said Participating Province I under terms and conditions which shall have been approved by the Bank which shall include, inter alia, those set forth in Schedule 6 to this Agreement. (i) The Borrower shall exercise its rights (including its rights referred to in paragraph (b) of Schedule 6 to this Agreement) and carry out its obligations under each Subsidiary Loan Agreement I in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan in respect of any Subproject and the relevant Project activities under Parts A, B and D.1 of the Project carried out or to be carried out by the pertinent Participating Province I; and (ii) except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate, terminate, waive or fail to enforce any Subsidiary Loan Agreement I or any provision thereof in a manner that impedes the accomplishment of the purposes mentioned in (i) herein.

For purposes of determining compliance with the conditions specified in Section 3.01, each of the Lenders shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by, or acceptable or satisfactory to, the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Phase II Closing Date specifying its objection thereto and, if such Lender has a Commitment on the Phase II Closing Date under any of the Facilities under which a Borrowing is to be made on such date, such Lender shall not have made available to the Administrative Agent such Lender's Pro Rata Share of such Borrowing.

For purposes of. (a) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01(a).

For purposes of. ARTICLE 18.0 OF THIS AGREEMENT, “SUBJECT MATTER” MEANS ALL LICENSED SUBJECT MATTER, LICENSED PATENTS, INVENTIONS, AND TECHNICAL INFORMATION AND ANY OTHER MATTER RELATING TO THE FOREGOING. THE SUBJECT MATTER IS PRELIMINARY AND EXPERIMENTAL IN NATURE. LICENSEE HAS BEEN PROVIDED A FULL OPPORTUNITY TO REVIEW AND INQUIRE ABOUT THE SUBJECT MATTER PRIOR TO USE AND ENTERING INTO THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE UNIVERSITY MAKES NO REPRESENTATIONS AND DISCLAIMS: ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, WITH RESPECT TO THE UTILITY, PATENTABILITY, SAFETY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SUBJECT MATTER; AND THAT LICENSEE USE OF THE SUBJECT MATTER WILL NOT INFRINGE ANY THIRD PARTY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS. ALL OBLIGATIONS OR LIABILITIES ON THE PART OF THE UNIVERSITY FOR DAMAGES, INCLUDING BUT NOT LIMITED TO, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OR USE OF THE SUBJECT MATTER ARE DISCLAIMED. IF LICENSEE UTILIZES ANY OF THE SUBJECT MATTER, LICENSEE DOES SO AT ITS OWN RISK AND RELEASES AND DISCHARGES THE UNIVERSITY, ITS REGENTS, OFFICERS, AGENTS, EMPLOYEES, AND STUDENTS, FROM ALL LOSSES, CLAIMS, DAMAGES, AND EXPENSES (INCLUDING ATTORNEY’S FEES AND LEGAL COSTS) ARISING FROM LICENSEE’S USE OF THE SUBJECT MATTER. IN NO EVENT SHALL THE UNIVERSITY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE COSTS AND FEES PAID TO UNIVERSITY UNDER THIS AGREEMENT.

For purposes of this Section 9.6 the CFC-11 Recovery Charge shall be calculated upon actual percentage results achieved from the most recent quarter applicable to said year (or in absence thereof, 20%) at the pricing column in Exhibit B. EXAMPLE: 9.6.4.1 Edison's Specified Volume for year 1 is 60,000