See Sample Clauses

See. Conference (Paris, 1-3 March 2002) and (ii) the High-level Conference on Strengthening Cooperation in South-East Europe (Paris, 4-5 April 2002). Greece is actively participating in the rebuilding of science and technology in South-East European countries. In June 2000, there was a meeting in Salonika for the upgrading of electronic networking among universities, industries and research centres in South-East European countries. Also, on 24 October 2001, at the Ministerial Round Table Conference of UNESCO, we suggested the improving of the scientific infrastructure in the South-East European countries so that the multilateral projects in the fields of environment, advanced material seismology and others could be developed. We endorse fully the communiqué of the Ministerial Round TableConference of 24 October 2001 on the rebuilding of science. In the near future, a donors’ conference should take place for the rebuilding of science and technology in the South-East European Countries. My country has also developed bilateral research projects to improve the research capacities in the Balkan countries and alleviate the brain drain. Also, specific projects have been developed in the protection and safeguarding of cultural and natural heritage of the Balkan peninsula. Along the same lines, we promote activities on intercultural dialogue taking advantage of artistic education to xxxxxx a better knowledge of other cultures. This is why Greece supports very strongly the Declaration on Cultural Diversity, recently adopted by the 31st General Conference. In the field of education, we have initiated collaborative projects on the systematic use of modern information and communication technologies and educational planning. Also, we have initiated and we promote projects on cultural, educational and scientific themes among non-governmental organizations of South-East European countries. These projects are very popular and bring closer the people of the South-East European countries. High- level Conference on Strengthening Cooperat ion in South - East Europe 4 - 5 April 2002 , UNESCO Headquarters, Par is Greece strongly supports the role of civil society. It is well known that organized and targeted action by civil society is a motor of democratisation where the state institutions are unable or unprepared to take relevant responsibilities to further democratise existing institutions or, even better, to establish new ones. The important role of UNESCO in the cultural and soci...
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See. The purpose of this Article is to establish a procedure for discussion and prompt settlement of complaints related to the application and interpretationof the provisions of this Agreement. In order to achieve this objective,the partiesshall provide at each step of the procedure, a full and detailed written statement of the pertinentfacts, the provisions of the agreement relied upon and the grieving party shall providethe remedysought. Any employee who believes that the Agreement has been violated shall discuss the complaint with Supervisor within days of the date of the incident and will be accompanied by a Shop Xxxxxxx if requested. There shall be no deduction from their pay for time spent in such discussion. Recognizing the importance of full discussion between the Supervisor and the employee in clearing up misunderstandings and preserving harmonious relations, every effort shall be made at this point to settle the complaint. Should the employee feel that the complaint has not been satisfactorily resolved after discussion with the Supervisor, the employee may complete a "Record of Complaint" form (Appendix from the Supervisor. Within ten days, the record of complaint, signed off by the Area Manager, or designee, will be presentedto the xxxxxxxx.Xx the same time, a copy of the Record of Complaint along with a statement of the facts (relied upon by each party) will be given to Human Resources and to the Union. This will include a statement of the claim taken from the information contained in the record of complaint and from discussions between the employee and the Supervisor. The statement of facts will also contain a summary of the Company's information derived from its investigationof the complaint. No earlier than twenty four (24) hours and no later than days following receipt by the employee of the "Record of Complaint" form, the complaintmay become a grievance. STEP NO. shall be on a form provided by the Company and shall be signed by the aggrieved employee and by a Grievance Committeeperson clearly stating the violation being alleged and the adjustment requested. A copy of the "Record of Complaint" shall be supplied with grievance. The Section Manager or designate shall meet with the Grievance Committeeperson within seven (7) days following receiptof the grievance. The Supervisor and/or the will be presentat the requestof either Party. The Section Manager's decision shall be given in writing and a copy thereof returned to the Grievance Committeeperso...
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See. 10 In a recent case decided by a bankruptcy court in the Seventh Circuit, the bankruptcy court (applying Illinois law) rejected this alter-ego theory in a securitization transaction context, notwithstanding the purportedly “bad facts” that (1) the parent company had the ability to control the affairs of its special purpose entity subsidiary (the “SPE”); (2) the SPE kept no corporate records, had no officers or employees, filed no tax returns, and had no assets other than a contribution agreement with the lender which the parent company allegedly ignored; (3) the SPE had no checking account, no insurance, no telephone, no separate stationary or business forms, and no tax purpose; (4) the (corporate) manager of the limited liability company SPE did not exercise all of the powers granted to it under the SPE’s operating agreement; and (5) the SPE’s only function was “to serve as a bankruptcy-remote entity and vehicle for transmission of a cash flow from it to [the lender].” In re Doctors Hospital of Hyde Park, Inc., 360 Bankr. 787, 849-53 (Bankr. N.D. Ill. 2007). In this case, however, the court did not even mention the term “substantive consolidation,” although the bankruptcy trustee sought to have the SPE and the bankruptcy debtor combined such that the bankruptcy debtor would become the borrower under the loan documents (rather than the SPE). An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. December 31, 2009 Page 25 of 39
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See. In the interest of conciseness, references to specification sections and details are preceded by the word “see.” Any such references are to be interpreted to include applicable form of phrase “…and comply with.”
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  • Introductory Prestige Brands, Inc. (the “Company”), a Delaware corporation and a direct wholly-owned subsidiary of Prestige Brands Holdings, Inc. (“Parent”), proposes to issue and sell to the several Initial Purchasers named in Schedule A (each an “Initial Purchaser” and together, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $150,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (the “Notes”). Banc of America Securities LLC and Deutsche Bank Securities Inc. have agreed to act as the representatives of the several Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture to be dated as of March 24, 2010 (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement to be dated as of March 24, 2010 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) Parent and the subsidiary guarantors listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (the entities described in clauses (i) and (ii), collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” In connection with the issuance of the Securities, the Company (i) has commenced a cash tender offer (the “Tender Offer”) for all of the Company’s outstanding 9-1/4% Senior Subordinated Notes due 2012 (the “2012 Notes”) upon the terms and subject to the conditions set forth in that certain Offer to Purchase and Consent Solicitation Statement dated as of March 10, 2010 (the “Offer to Purchase”), (ii) is soliciting consents (the “Consent Solicitation”) of registered holders of the 2012 Notes to certain proposed amendments to the indenture dated as of April 6, 2004, among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (in such capacity, the “2012 Trustee”) and the supplements thereto governing the 2012 Notes (together, the “2012 Indenture”), (iii) will pay in full all amounts outstanding (including all accrued and deferred interest) and terminate all commitments under its senior secured credit facility dated as of April 6, 2004, as amended (the “Existing Credit Facility”) and (iv) will enter into new senior secured credit facilities, among the Company as borrower thereunder, Banc of America Securities LLC as Joint-Lead Arranger and Joint Book-Running Manager, Bank of America, N.A. as Administrative Agent, Deutsche Bank Securities Inc. as Joint-Lead Arranger, Joint Book-Running Manager and Syndication Agent, and the lenders and guarantors party thereto, (the “New Credit Facilities”). The net proceeds from the sale of the Securities, together with borrowings under the New Credit Facilities and cash on hand will be used to purchase, redeem or otherwise retire all of the outstanding 2012 Notes and to repay all amounts outstanding under the Existing Credit Facility and terminate the associated credit agreement. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time at which sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 10, 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 10, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement, including those documents incorporated by reference therein, are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

  • General Provisions Relating to Transfers and Exchanges (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

  • For purposes of Treas Reg. Section 1.671- 5(f)(1)(iv)(A)(2), the date of the last deposit under 2.01(b) prior to the expiration of the initial offering period, as certified to the Trustee by the Depositor, shall be considered the 'start-up date' of the Trust.

  • Provisions Applicable to All Transfers and Exchanges (i) Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange in the Register.

  • OTHER IMPORTANT TERMS 11.1 We may transfer our rights and obligations under this XXXX to another organisation, but this will not affect your rights or our obligations under this XXXX.

  • GENERAL PROVISIONS AND RECITALS 12 1. The parties agree that the terms used, but not otherwise defined in the Common Terms and

  • Requests for Assistance 1. Requests for assistance shall be made in writing, signed by the Chairman of the Requesting authority and addressed to the contact person of the Requested Authority listed in Annex A.

  • Other Provisions Applicable to Adjustments Under this Section 4. The following provisions shall be applicable to the making of adjustments in the Warrant Price hereinbefore provided in Section 4:

  • Introductory Provisions 1.1.On December 9, 2019, the Contracting Parties entered into the Standard License Agreement which defines the conditions of cooperation and rights and duties of the Contracting Parties while providing defined Licensed Materials (hereinafter referred to as the “Agreement”). Agreement was published in the Register of Contracts on December 10, 2019 with the ID of contract 10255128. 10.1 of the Agreement. Amendment does not change the original Agreement in any other way than by adjusting the aforementioned date. The Prices and other terms and conditions remain unchanged.

  • PROVISIONS FOR NON UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

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