DEFINITIONS AND INTERPRETATION 1. Section 1.1 Defined Terms 1 Section 1.2 References and Rules of Construction 1
DEFINITIONS AND INTERPRETATION 1. Section 1.01 Certain Definitions 1 Section 1.02 References; Interpretation 3 ARTICLE 2 SERVICES 3 Section 2.01 Provision of Services 3 Section 2.02 Additional Services 3 Section 2.03 Standard of Performance 4 Section 2.04 Subcontracting 4 Section 2.05 Cooperation 5 Section 2.06 Third Party Consents 6 Section 2.07 Certain Limits on Services 6 Section 2.08 Transitional Nature of Services; Changes 6 Section 2.09 Limited Remedy 7 ARTICLE 3 PAYMENT; BILLING 7 Section 3.01 Charges for the Services 7 Section 3.02 Invoices 7 Section 3.03 Payments 7 Section 3.04 Late Payments; Invoice Disputes 8 Section 3.05 Taxes 8
DEFINITIONS AND INTERPRETATION 1. Section 1.1 Definitions 1 Section 1.2 Currency 5 Section 1.3 Interpretation Not Affected By Headings 5 Section 1.4 Number and Gender 5 Section 1.5 Date for Any Action 6 Section 1.6 Meanings 6 Section 1.7 Statutes 6 Section 1.8 Enforceability 6 Section 1.9 Knowledge. 6 Section 1.10 Schedule. 6
DEFINITIONS AND INTERPRETATION 1. 1.1 Definitions 1
DEFINITIONS AND INTERPRETATION 1. 定義及釋義 In this Agreement, the following expressions, unless the context otherwise requires, shall have the following meanings: 在本協議中，以下詞語除文意另有規定外，具以下涵意：
DEFINITIONS AND INTERPRETATION 1. 1. Definitions (a) List of defined terms (e.g., Agreement, Government Approvals, etc.) (b) Generic meanings (e.g. including, or, party, etc.) 1.2 Order of Preference / Priority Among Documents (e.g. amendments, attached schedules/ appendices, etc.) 1
DEFINITIONS AND INTERPRETATION 1. 1 DEFINITIONS For purposes of this Agreement, the following terms shall have the following meanings: 1.1.1 “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, including through one or more intermediaries, controls or is controlled by, or is under common control, with such specified Person. 2 [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 1.1.2 “Agreement” means this Agreement, including any and all Annexes, Appendices or Exhibits hereto, and as amended from time to time. 1.1.3 “Arm’s Length Profit Percentage” means such appropriate xxxx-up as mutually agreed upon from time-to-time by the Parties in writing (electronic, facsimile or otherwise) in accordance with arm’s length principles and the most recent transfer pricing comparable analysis obtained by Recipient, and in a manner consistent and in accordance with the Sponsor Agreement. Factors to be considered in determining the Arm’s Length Profit Percentage shall include overall market conditions, the profitability of comparable independent enterprises engaged in comparable transactions and the functions performed, risks assumed, and assets utilized by each Party, respectively. The Parties agree that the initial Arm’s Length Profit Percentage as of the Supply Commencement Date will be set by Recipient based on and consistent with a recent transfer pricing comparable analysis obtained by Recipient and shall be at least [*]%. Any subsequent adjustments to the Arm’s Length Profit Percentage will be made in accordance with Sections 2.2.3 and 2.2.4. 1.1.4 “Force Majeure Event” means any act of God, fire, flood, earthquake, tsunami, accident, riot, war, act of terrorism, act of government, embargo, or other significant difficulty which significant difficulty is beyond the reasonable control and without the fault or negligence of the applicable Party that, in the case of Provider, materially and adversely affects (a) Provider’s manufacturing operations or the products produced by Provider, in each case, taken as a whole, or (b) the supply of products by Provider to Recipient, taken as a whole, or, in the case of Recipient, causes Recipient to be unable to perform its obligations under this Agreement. For purposes of this definition, the Parties agree that fluctuations in currency exchange rates or in DRAM pr...
DEFINITIONS AND INTERPRETATION 1. 1 Certain Definitions In this Agreement, including the recitals hereto, unless the context requires otherwise, the following terms shall have the respective meanings set forth below: “Accounting Referee” has the meaning ascribed to such term in Section 8.3. “Administrative Services” has the meaning ascribed to such term in Section 4. “Affiliates” means, with respect to any Person as at any particular date, any other Persons that directly or indirectly, through one or more intermediaries, are Controlled by, Control or are under common Control with the Person in question, and “Affiliate” means any one of them.
DEFINITIONS AND INTERPRETATION 1. 1 Definitions In this Agreement, the words and expressions defined below shall have the meanings assigned to them respectively, except where the context requires otherwise: “Agreement” means this Agreement, and includes any amendments hereto made in accordance with the provisions hereof. “Additional Works” shall have the meaning ascribed to it in Para 3 of Schedule 2 “Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgement, rule of common law, clearance, order, decree, by-law, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration having the force of law of any of the foregoing by any government authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter. “Commencement Date” shall mean the date on which all the following conditions have been fulfilled: a. PWD has delivered physical possession of the Site to the Contractor, free from encumbrance; b. PWD has paid the Mobilisation Advance to the Contactor; and c. Contractor has furnished the Performance Security. 3
DEFINITIONS AND INTERPRETATION 1. 1.1 Definitions 1 1.2 Interpretation 5 2. MORTGAGE 6 2.1 Mortgage 6 2.2 Priority 6 2.3 Consideration 6 2.4 Deposit of Certificates and Transfers 6 2.5 Transfers may be registered 7 2.6 Prospective liability 7 2.7 Increase in prospective liability 8 2.8 Limit 8 3. RELEASE OF MORTGAGE 8 3.1 Release of Mortgage 8 3.2 Partial Release of Mortgage 8 3.3 Reinstatement of Mortgage 9 4. DISTRIBUTIONS AND VOTING 9 4.1 Acquisition of rights by Mortgagor 9 4.2 Prior to Event of Default 9 4.3 After Event of Default 10 4.4 Voting and other restrictions 11 5. REPRESENTATIVES AND WARRANTIES 11 5.1 Representations and warranties 11 5.2 Survival of representations and warranties 11 5.3 Reliance 11 5.4 Notification 11 6. UNDERTAKINGS 12 6.1 Performance under Loan Documents 12 6.2 Undertakings 12 6.3 Term of undertakings 13 7. TRANSFER OF SECURED PROPERTY 13 8. EVENTS OF DEFAULT 13 8.1 Consequences of Default 13 8.2 Assistance in realisation 14 8.3 Title Documents 14 9. POWERS ON DEFAULT 14 9.1 Security Agent’s Powers 14 9.2 Nature of Security Agent’s Powers 17 9.3 Not mortgagee in possession 17 9.4 Give up possession 17 9.5 Exclusion of liability 17 9.6 Protection of third parties 17 9.7 Disposal final 18 9.8 No notice required unless mandatory 18 9.9 Mandatory notice period 18
