Certain Procedures. MS&Co. is hereby authorized and instructed to calculate Available Cash through the following procedures. MS&Co. shall first calculate Customer’s excess equity in the form of available USD cash balances held on Customer’s behalf by MS&Co. in the Account subject to and in accordance with the provisions of the Futures Agreement (the “Excess Equity”). For the avoidance of doubt, Excess Equity may, at the discretion of MS&Co., be determined after taking into account any rights of set-off, netting and any other application of Customer’s cash balances to its obligations owed to MS&Co. (or, if applicable, its affiliates) to the extent permitted under the Futures Agreement. MS&Co. shall then subtract the Withholding Amount from the Excess Equity. ( The resulting amount is then available for the purchase of U.S. Treasury Securities in connection with MS&Co.’s provision of the Service pursuant to the terms of this Agreement. MS&Co. is hereby authorized and instructed to withhold from inclusion in its computation of Excess Equity a percentage of available cash, as determined by Customer in its discretion (the “Withholding Amount”), for the purpose of (i) satisfying Customer’s obligations in respect of the Futures Account for that day; (ii) satisfying Customer’s margin requirements in respect of the Futures Account for that day and (iii) protecting against the possibility of adverse market moves causing Customer to incur a debit balance in the Futures Account.
Certain Procedures. (a) For so long as the Notes may be transferred only in accordance with Rule 144A or another exemption from registration under the Securities Act, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) will ensure that any Bloomberg screen containing information about the Rule 144A Global Securities includes the following (or similar) language:
Certain Procedures. The Indemnified Party shall notify the Indemnifying Party promptly of its discovery of any matter that may give rise to a claim for indemnification pursuant hereto; provided, however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party. Subject to the provisions of Section 8.3, in connection with any actual or threatened claims by, or actual or threatened litigation or other disputes with, third parties relating to Assumed Liabilities or Excluded Liabilities, any such claims, litigation and disputes being referred to as “claims” for purposes of this Section 8.4, to the extent such activities are permitted by applicable Law and would not result in a waiver of the attorney-client privilege, the Indemnified Party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate in the defense by the Indemnifying Party of such claim (at the Indemnifying Party’s cost and expense), including, (i) permitting the Indemnifying Party to discuss during regular business hours the claim with such officers, employees, consultants and Representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) permitting the Indemnifying Party to have reasonable access to the properties, books, records, papers, documents, plans, drawings, electronic mail, databases and computers of the Indemnified Party and its Affiliates and Representatives related to the claim during regular business hours and upon prior notice to review information and documentation relative to the claim, (iii) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other Third Party request for documents or interviews and testimony, and (iv) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other Third Party request for documents.
Certain Procedures. In connection with any filing of a Registration Statement or any other Indemnified Documents described in clause (c) of the definition of “Indemnified Documents” (collectively, “Section 3 Documents”) in respect of which the Unilever Group would have a liability or obligation in respect of the Company Indemnification, (a) the Company shall provide the Unilever Group and its outside counsel, at the Unilever’s Stockholder’s sole cost and expense, with (i) the right to participate in such due diligence reviews of the management, auditors, financials, information, books and records of the Company Group as is customarily afforded to counsel to underwriters and as may be reasonably necessary for the Unilever Group to satisfy the standards of investigation applicable to control person liability under Section 15 of the Securities Act or Section 20 of the Exchange Act, (ii) the right to attend working group and due diligence meetings with underwriters at which the Section 3 Document and any other Indemnified Document incorporated by reference therein is prepared or substantively reviewed, discussed and revised, and (iii) copies of drafts and amendments or supplements of the Section 3 Document a reasonable time prior to the filing thereof with the SEC, or in the case of Section 3 Documents that are not to be so filed, dissemination to investors, and (b) the Unilever Stockholder shall, at its sole cost and expense, be provided a reasonable opportunity to review, comment and propose reasonable revisions to the Section 3 Document, but the Company shall retain the sole right to determine the final form and content of such Documents. The Unilever Directors shall be provided with copies of any Indemnified Document that is not a Section 3 Document prior to the filing thereof with the SEC.
Certain Procedures. There are currently no disciplinary or grievance procedures in place, there is no collective agreement in place, and there is no probationary period.
Certain Procedures. The holder of this Note that is entitled to receive shares of Common Stock issuable upon conversion of this Note pursuant to Section 6(a), (b) or (c), as applicable, shall be deemed to have converted this Note as of (i) in the event of a conversion pursuant to Section 6(a), the time of the closing and funding of the Qualified Equity Offering during the QEO Period, (ii) in the event of a conversion pursuant to Section 6(b), June 30, 2010, and (iii) in the event of a conversion pursuant to Section 6(c), upon the giving of the holder’s notice of conversion pursuant to Section 6(c) (as applicable, the “Conversion Date”). As of the Conversion Date, the Post-QEO Converted Amount, the Maturity Date Converted Amount or the COC Conversion Amount, as applicable, shall be converted automatically without any further action by the holder and whether this Note is surrendered to Debtor at the QEO Conversion Price or the Issuance Date Conversion Price (as the same may be adjusted pursuant to Section 7 hereof), as applicable; provided, however, that Debtor shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion until this Note is either delivered to Debtor, as hereinafter provided, or the holder of this Note notifies Debtor, as hereinafter provided, that such Note have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to Debtor to indemnify Debtor from any loss incurred by it in connection therewith. Thereupon, there shall be issued and delivered to such holder, promptly at such office and in the name of such holder as shown hereon, a certificate or certificates for the number of shares of Common Stock into which the Note surrendered was convertible as of such Conversion Date, and with respect to partial conversions, a new note in the form of this Note for the remaining principal balance outstanding, together with accrued and unpaid interest, not so converted. Any person whose name the certificate for shares of Common Stock is to be issued shall be considered to have become a holder of record of such shares of Common Stock as of the closing of business on the applicable Conversion Date.
Certain Procedures. Any Indemnified Party will (i) give prompt written notice to Park of any claim with respect to which it seeks indemnification under this Section 10 (but the failure to so notify shall not relieve Park from any liability which it may have under this Agreement except to the extent such failure materially prejudices Park), and (ii) permit Park to assume the defense of any claim made against such Indemnified Party by any person other than Park or any affiliate or controlling person of Park (a "THIRD PARTY CLAIM") with counsel reasonably satisfactory to the Indemnified Party. Any Indemnified Party hereunder shall have the right to employ separate counsel and to participate in the defense of such Third Party Claim, but the fees and expenses of such separate counsel shall be at the expense of such Indemnified Party unless (X) Park has agreed to pay such fees or expenses, (Y) Park shall have failed to assume the defense of such Third Party Claim and employ counsel reasonably satisfactory to such Indemnified Party, or (Z) the parties to such action include both the Indemnified Party and Park and, in the reasonable judgment of the Indemnified Party, a conflict of interest may exist between the Indemnified Party and Park (in which case Park shall not have the right to assume the defense of such action on behalf of the Indemnified Party). Park shall not settle any pending or threatened claim in respect of which any Indemnified Party is or could have been a party and in respect of which indemnification could have been sought hereunder unless such settlement shall provide for a complete and unconditional release of each of the Indemnified Parties hereunder. If the defense of a Third Party Claim is not assumed by Park as permitted hereunder, Park will not be subject to any liability for any settlement made by the Indemnified Party without its consent (but such consent will not be unreasonably withheld).
Certain Procedures. Each Committee Representative shall serve on the Management Committee at the pleasure of the Party that appointed such Committee Representative and may be removed or replaced by such Party at any time. The Committee Representatives shall elect one Committee Representative as chairperson (“Chairperson”) of the Management Committee on an annual basis. If a Party’s designated Committee Representative is unable to attend or participate in a Management Committee meeting, the Committee Representative may designate an alternate person to represent that Party as its Committee Representative.
Certain Procedures. Seller and Purchaser shall cooperate with each other and shall use their reasonable efforts to cause the timely transfer of information concerning the Deposits and the Designated Loans which is maintained on Seller’s data processing systems in accordance with a working agreement to be developed and mutually agreed upon by Purchaser and Seller within forty-five (45) calendar days of the date of this Agreement (the “Working Agreement”). Within five (5) Business Days after the date of this Agreement, Seller and Purchaser shall each designate appropriate and qualified personnel to be responsible for this cooperation of the parties in developing and implementing the Working Agreement, and to act as an initial contact for responding to questions and requests for information. The parties acknowledge that the goal of the Working Agreement, and its implementation, is to enable Purchaser to obtain and confirm data prior to the Closing Date so that such back office conversion is completed and Purchaser is processing all data relating to the operations of the Branches on the Business Day after the Closing Date. Within twenty (20) calendar days of the date of this Agreement, appropriate personnel of Seller and Purchaser shall meet to discuss products and data mapping. Following execution of this Agreement, Purchaser will pick up from Seller at Seller’s Operations Center in Whiteville, North Carolina, three sets of electronic data files, corresponding layouts, and applicable balancing reports, with respect to the Deposits and loans proposed to be Designated Loans. The first set will be created after a night’s processing as soon as possible following the date of this Agreement. The second set will be created after a night’s processing approximately seven weeks prior to the Closing Date, or such other date mutually agreed upon by the parties. The third set will be the live conversion set and will be created after processing on the night of the Closing Date and will be delivered to Purchaser no later than noon on the day following the Closing Date, or at another time set forth in a plan of conversion. This third set will be accompanied by a backup set. In connection with its processing on the night of the Closing, Seller will produce interim statements on any Deposit or Designated Loan account normally receiving a statement.
Certain Procedures. (a) Seller and Purchaser shall cooperate with each other and shall use their reasonable best efforts to cause the timely transfer of information concerning the Assumed Deposits which is maintained on Seller’s data processing systems. Within ten (10) calendar days after the date of this Agreement, Seller and Purchaser shall each designate appropriate and qualified personnel to be responsible for this cooperation of the parties in such transfer of information, and such personnel shall meet to discuss products, data mapping and the delivery of Records to Purchaser. If the parties agree to the electronic delivery of such materials, Purchaser may require up to three sets of electronic data files, corresponding layouts, and applicable balancing reports, with respect to the Assumed Deposits. At least one set, whether electronic or not, of such files, layouts and reports shall be created after a night’s processing approximately four weeks prior to the Closing Date. One set, whether electronic or not, shall be the live conversion set and be created after processing on the night of the Closing Date and be delivered to Purchaser no later than noon on the day following the Closing Date.
