Term Description. Data subjects. Categories of data subjects whose personal data is transferred As described in the Variables table in the Agreement Personal data. Categories of personal data transferred As described in the Variables table in the Agreement Sensitive data. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures As described in the Variables table in the Agreement Transfer frequency. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) As described in the Variables table in the Agreement Nature of the processing As described in the Variables table in the Agreement Purpose of the data transfer and further processing As described in the Variables table in the Agreement Retention period. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period [INSERT] Sub-processor transfers. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing As described in Annex 2 of the Agreement
Term Description. Commencement of Out-of-Court Transaction Upon the election of Panda Holdings I, the Company and all, and not less than all, of the Lenders under the Credit Agreement, the Company shall consummate the Out-of-Court Transaction. Upon such election, the Company and the Requisite Lenders shall revise the Restructuring Support Agreement, this Restructuring Term Sheet and any applicable definitive documentation to reflect the terms of such Out- of-Court Transaction. EXHIBIT B DIP TERM SHEET EXECUTION VERSION PANDA TEMPLE POWER, LLC $20,000,000 SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT FACILITY NON-BINDING SUMMARY OF PROPOSED MATERIAL TERMS AND CONDITIONS This Summary of Proposed Material Terms and Conditions (this “DIP Term Sheet”) outlines certain material terms of a potential Superpriority Senior Secured Debtor-in-Possession Credit Facility proposed to be provided by the DIP Lenders (as defined below) to Panda Temple Power, LLC (“Panda”) and its affiliated debtors and debtors-in-possession in connection with their voluntary pre-arranged chapter 11 cases subject to, among other conditions, the negotiation and execution of definitive documentation in form and substance acceptable to the DIP Agent, the DIP Lenders and the Debtors, satisfactory completion of credit and underwriting approval, satisfactory completion of due diligence and the satisfaction of the other conditions set forth herein and in any definitive documentation. No DIP Lender (as defined below) is under any obligation to make a loan or make any commitment to lend and this DIP Term Sheet does not constitute a commitment, a contract to provide a commitment or any agreement by the DIP Lenders to provide any financing. This DIP Term Sheet does not attempt to describe all of the terms, conditions and requirements that would pertain to the financing described herein, but rather is intended to outline certain basic items around which the DIP Lenders currently believe a financing could be structured. In addition, the pricing and all other terms included herein are based on market conditions on the date hereof and are subject to change in all respects. This DIP Term Sheet is confidential and is delivered to you with the understanding that neither it nor its substance shall be disclosed to any third party. This DIP Term Sheet shall be governed by Rule 408 of the Federal Rules of Evidence and any and all similar and applicable rules and statutory provisions governing the non-admissibility of se...
Term Description. Management Compensation 4% of the new equity of Reorganized Group shall be issued to senior management in the form of restricted stock units on temporal and performance-based vesting terms to be mutually agreed upon by the Debtors, Requisite Holding Noteholders (as defined in the Plan Support Agreement to which this Plan Term Sheet is attached), and the Requisite Second Lien Noteholders (as defined in the Plan Support Agreement to which this Plan Term Sheet is attached) and set forth on an exhibit to the Plan. Warrants equal to 6% of the sum of the Distributable New Equity of Reorganized Group plus the 4% of new equity of Reorganized Group for distribution to management through the management compensation plan. Such warrants shall be non-transferable subject to anti-dilution protections (including (i) adjustments for stock splits, stock dividends, recapitalizations and similar events, and (ii) weighted-average adjustments for issuances of equity and equity-linked securities at prices below the Fair Market Value5 of Reorganized Group’s common stock (it being understood that for purposes of determining the price at which any such equity or equity-linked securities are issued, any customary underwriting discounts and commissions, liquidity discounts reasonably determined in good faith by the board, placement fees or other similar expenses incurred by Reorganized Group in connection with the issuance thereof shall not be taken into account)). The exercise price of each such warrant shall be equal to the per share price of New Equity in Reorganized Group upon the effective date of the Plan, which will be the grant date of the warrants, based on the Reorganized Group entities having an aggregate Enterprise Value of $375 million. Such warrants will have a 10 year term and may be exercised, at the option of the holder, on a cashless basis at such time as the per share equity value equals or exceeds 150% of the exercise price, as determined in accordance with note 4 infra. Upon exercise of a warrant on a cashless basis, the holder will be entitled to receive the number of shares equal to the difference between the value of the New Equity of Reorganized Group and the exercise price. The warrants shall be distributed and vest on terms to be mutually agreed upon by the Debtors, Requisite Holding Noteholders, and the Requisite Second Lien Noteholders and set forth on an exhibit to the Plan. The compensation, cash bonus targets, and severance policies shall remain those...
Term Description. The Service Provider may also engage or subcontract with a third party service provider to directly or indirectly provide or support Services to the Service Recipient. Service Provider shall seek Service Recipient’s consent (not to be unreasonably withheld or delayed) with respect to any third party services providers engaged to directly provide Services to Service Recipient that were not previously providing such Service prior to Closing. Term Commences on the Closing Date and continues for 7 years thereafter (the “Initial Term”), subject to successive automatic 12-month renewals (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless EDR provides written notice of its intent not to renew no less than 60 days prior to the end of the then-current term. Each 12-month period during the Term, commencing on the Closing Date, shall be referred to herein as a “Service Year”. With respect to the Services designated as “Transition Services” on Schedule A, Service Provider shall only provide such Services for the applicable period set forth on Schedule A subject to one extension period of up to 3 months upon mutual agreement. Termination EDR may terminate this Agreement if HoldCo fails to pay any amounts due hereunder and does not cure such failure within 30 calendar days following notice thereof by EDR. HoldCo may terminate this Agreement (i) if EDR materially breaches its obligations under the Agreement, and such breach is not cured within 60 calendar days of notice by HoldCo to EDR of such breach or (ii) in connection with a Force Majeure which persists for at least 60 calendar days. The Parties may terminate a Service by mutual agreement. Consents To the extent any third-party consents are required in connection with the provision of the Services, the Service Provider and Service Recipient shall cooperate reasonably with each other and use their respective commercially reasonable efforts to obtain such consents. All costs, fees and expenses of obtaining any such consent or authorization or arranging alternative arrangements for delivering Transition Services shall be borne by Service Recipient. Service Provider shall not be required to provide any Service for which a consent is not obtained. Economic Terms In consideration of the provision of Services under this Agreement, HoldCo shall pay EDR: (a) the fees set forth below, plus (b) any and all reasonable, actual out-of-pocket costs, fees, assessments or expenses (including, without limit...
Term Description. [*] Notwithstanding anything to be contained in the Supply Agreement to the contrary, [*]. [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Site of Manufacture Amgen has sole discretion to determine which Amgen site will be utilized for Manufacturing drug substance and drug product for the Franchise Product 1, [*]. [*]. [*]. At any time, Amgen can use a Third Party CMO, [*] provided that [*]. Audit Right Novartis will have the right to inspect Amgen’s sites utilized for Manufacturing, [*] storage, testing, shipping or receiving of the Franchise Product 1 [*] per twelve (12) month period, as well as more often in case of quality issue. No such audit of any commercial Manufacturing facility shall occur until after [*] at such facility for the applicable Franchise Product 1. Official Inspection Amgen will permit, and cause its Third Party CMO to permit, officials of any Regulatory Authority to inspect the Manufacturing facility utilized for Manufacturing drug substance and drug product for the Franchise Product 1, and will inform Novartis promptly of any planned or anticipated inspection. Amgen will permit, and cause its Third Party CMO to permit, Novartis to accompany such official inspection. Amgen will provide Novartis with copies of all reports and communications with the Regulatory Authority in connection therewith, will take into account Novartis’s comments before responding to such communications and will remedy any deficiencies at its own expense (provided, however, that Amgen shall be permitted to include certain of such expenses in [*] of Franchise Product 1). Orders and Quantities The Supply Agreement will include provisions relating to forecasting, including frequency and length of forecasting, minimum order quantities, binding periods, variances, and long-range planning. Amgen Ref. No. 2015641252 SCHEDULE Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.
Term Description. 1. Land Lot 1 in DP 438188 known as 000 Xxxxxx Xxxxxx; SP596 known as 000 Xxxxxx Xxxxxx; Lot 1 in DP 211120 known as 000 Xxxxxx Xxxxxx; Lot 13 in DP 622698 known as 314-000 Xxxxxx Xxxxxx; SP65054 known as 5 Hunter Street; SP50276 known as 7 Hunter Street; and Lot 2 in DP 850895 known as 0- 00 Xxxxxx Xxxxxx, Xxxxxx 0000.
Term Description. Standard Electronic files to be transferred to or from FA • Credit Bureau Reporting Files (Experian, Equifax, or Transunion) • Lockbox Files (retail and wholesale) • Western Union Quick Collect File • Western Union Phone Pay File • ACH File • New Loan Boarding File (Origination system file) • Data extract File • Returned Item File (if applicable) • Deboarding File IVR Interactive Voice Response system, which is component of the In Contact platform, a product licensed by FA. Hours of Operation FA’s installment loan servicing center hours of operation are: Monday through Friday 6:00 am to 5:00 pm (PST), on each Business Day. Availability of FA’s Computer System: Client may have access to FA’s Computer System whenever FA, at its discretion, has the Computer System up and available (which is typically during normal hours of operation). In some circumstances, FA may need to make unscheduled maintenance to the Computer System and for such an event FA will provide as much notice as commercially practical to the scheduled event. Access to FA’s systems may require Client to purchase and agree to certain license fees.
Term Description. Certificate Of Incorporation Reorganized Group will adopt revised by-laws and a revised certificate of incorporation. Terms of Reinstated IHC Second Lien Notes $123,471,201 principal amount of IHC Second Lien Notes to be reinstated with no changes to the indenture or Intercreditor Agreement governing the IHC Second Lien Notes; provided, however, that the indenture governing the IHC Second Lien Notes shall be modified as reflected in the supplemental indenture attached as an exhibit hereto. Public Listing Upon the effective date of the Plan, Existing Common Stock of Reorganized Group shall be deregistered and the new common stock of Reorganized Group shall not be registered; provided, however, that the New Board of Reorganized Group shall take all actions necessary for the new common stock of Reorganized Group to be quoted on the OTCBB (the “Pink Sheets”), including complying with all applicable requirements of the Pink Sheets with respect to non-reporting companies; provided, further, that the New Board of Reorganized Group may consider seeking a public listing on a national exchange for the new common stock of Reorganized Group.
Term Description. Terms Of Class 5 Warrants (warrants for Group Notes) The following Class 5 Warrants shall be issued on the effective date of the plan of reorganization, pro rata, to holders of Class 5 Claims; Warrants to receive up to 15% of the sum of the Distributable New Equity of Reorganized Group plus the 4% of new equity of Reorganized Group for distribution to management through the management compensation plan with a strike price equivalent to the per share price of New Equity in Reorganized Group upon the effective date of the Plan, which will be the grant date of the warrants, based on the Reorganized Group entities having an aggregate Enterprise Value of $550 million. The Class 5 Warrants shall be detachable, subject to anti-dilution protections (including (i) adjustments for stock splits, stock dividends, recapitalizations and similar events, and (ii) weighted-average adjustments for issuances of equity and equity-linked securities at prices below the Fair Market Value of Reorganized Group’s common stock (it being understood that for purposes of determining the price at which any such equity or equity-linked securities are issued, any customary underwriting discounts and commissions, liquidity discounts reasonably determined in good faith by the board, placement fees or other similar expenses incurred by Reorganized Group in connection with the issuance thereof shall not be taken into account)), and may be exercised, at the option of the holder, on a cashless basis (x) at such time as the per share equity value equals or exceeds 150% of the exercise price, as determined in accordance with note 4 infra or (y) upon a change of control or registration of securities. Upon exercise of the Class 5 Warrants on a cashless basis, the holder will be entitled to receive the number of shares equal to the difference between the value of the New Equity of Reorganized Group and the exercise price. The Class 5 Warrants shall expire on the 5th anniversary of the effective date of the Plan, if not previously exercised. The Class 5 Warrants may be exercised from time to time, in whole or in part, until the expiration thereof. UNEXPIRED LEASES AND EXECUTORY CONTRACTS Term Description Assumed And Rejected Contracts Unless otherwise provided in the Plan or listed on an exhibit to the Plan, all executory contracts and unexpired leases as to which any of the Debtors is a party shall be deemed automatically assumed in accordance with the provisions and requirements of sections 365 and...
Term Description. Professional Claims Subject to the Holdback Amount, on the Effective Date, the Debtors or Reorganized Debtors shall pay all amounts owing to Professionals for all outstanding amounts payable relating to prior periods through the Effective Date in accordance with section 1129(a)(4) of the Bankruptcy Code. In order to receive payment on the Effective Date for unbilled fees and expenses incurred through the Confirmation Date, the Professionals shall estimate fees and expenses due for periods that have not been billed as of the Confirmation Date and shall deliver such estimate to the Debtors and the United States Trustee.
