Limitations means any limitations of the exclusive right to the use of a trade mark given by the registration of a person as proprietor thereof, including limitations of that right as to mode of use, as to use in relation to goods to be sold or otherwise traded in in any place within Zambia or as to use in relation to goods to be exported to any market outside Zambia;
Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.
with respect to any Person means any security, right, subscription, warrant, option, "phantom" stock right or other Contract (other than such Person's preferred stock) that gives the right to (a) purchase or otherwise receive or be issued any shares of capital stock or other equity interests of such Person or any security of any kind convertible into or exchangeable or exercisable for any shares of capital stock or other equity interests of such Person or (b) receive any benefits or rights similar to any rights enjoyed by or accruing to the holder of shares of capital stock or other equity interests of such Person.
OTHER CONDITIONS Any subsequent contracts shall supersede the provisions of this contract. This contract is void if the Party of the Second Part does not hold a valid license in accordance with Section 6-17-401 A.C.A. for the full term of the contract. Given this, the 7/4/2018 BY: BY: XXXXXXX XXXX XXXX Board President Xxxxx XxXxxxxx PARTIES: The Fort Xxxxx School District 100, Party of the First Part, and CRYSTAL XXXXX XXXXXXXX Party of the Second Part, agree as follows:
Satisfaction shall be a determination, in good faith, made by the Contractor and in accordance with commonly accepted industry standards. If the Contractor, Client, or other responsible party delays in making any payment to the Contractor, from which payment to Subcontractor is to be made, Contractor and its sureties shall have a reasonable time to make payment to Subcontractor. “Reasonable time” shall be determined in relation to relevant circumstances, but shall in no event be less time than required for Contractor, Contractor’s sureties, and Subcontractor to pursue a conclusion to their legal remedies against the Client or other responsible party to obtain payment, including, but not limited to, mechanics’ lien remedies.
Requirements means and include schedules, details, description, statement of technical data, performance characteristics, standards (Indian as well as International) as applicable and specified in the Contract.
Company By-laws means the by-laws of the Company, as amended to the date of this Agreement.
Limitation Acts means the Limitation Xxx 0000 and the Foreign Limitation Periods Xxx 0000.
Equitable Defenses means any bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings may be pending to obtain same.
Contingencies has the meaning set forth in Section 9.03(a).
Conditions means these terms and conditions;
the Conditions means the standard terms and conditions set out in this document;
General Enforceability Exceptions has the meaning set forth in Section 4.1.
Restrictions means the restrictions on sale or other transfer set forth in Section 4.2 and the exposure to forfeiture set forth in Section 3.1.
Non-Cooperative Jurisdiction means any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur.
Amended By-Laws means the By-laws of the Trust, as amended through the date hereof, establishing the powers, preferences and rights of the APS.
Vesting Conditions means those conditions established in accordance with Section 8.4 or Section 10.2 of the Plan prior to the satisfaction of which shares subject to a Restricted Stock Award or Restricted Stock Unit Award, respectively, remain subject to forfeiture or a repurchase option in favor of the Company upon the Participant’s termination of Service.
Conditions of Use means Conditions 1 to 10 and the Schedules and Appendices of this document.
Conditions of Approval means condition(s) imposed by the Municipality in the approval of a land development application, including any conditions contained in the annexure(s) and/or plans and/or attachment(s) that form part of the approval and/or are referred to in the approval of the land development application;
AND TO The registrar and transfer agent for the securities of Response Biomedical Corp. The undersigned (A) acknowledges that the sale of the securities of Response Biomedical Corp. (the “Company”) [represented by certificate number/described in the direct registration system advice with holder account number] ___________________, to which this declaration relates was made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as the same has been, and hereafter from time to time, may be amended (the “U.S. Securities Act”) and (B) certifies that (1) the undersigned is not an “affiliate” of the Company as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor” or an affiliate of “distributor”, (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing-off” the resale restrictions imposed because the securities are “restricted securities” as that term is described in Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to replace such securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S under the U.S. Securities Act. DATED at __________ this ___ day of __________, 20__. By: Name: Title: AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN ACCORDANCE WITH SECTION (B)(2)(B) ABOVE) We have read the foregoing representations of our customer, _________________________ (the “Seller”) dated _______________________, with regard to our sale, for such Seller’s account, of the securities of the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act); (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. Name of Firm By: Date: Authorized officer
Other Provisions As specified in the Preliminary Prospectus Supplement dated March 23, 2023 relating to the Securities. Securities Exchange: The Series KK Notes will not be listed on any exchange. Ratings: Baa2 by Xxxxx’x Investors Service, Inc. BBB by S&P Global Ratings Closing Date and Delivery Date: March 27, 2023 Closing Location: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxx. New York, New York 10017 Address for Notices to Underwriters: X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Deutsche Bank Securities Inc. 0 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, XX 00000 ANNEX A Permitted Free Writing Prospectus Final Term Sheet dated March 23, 2023 ANNEX B Issuer Free Writing Prospectus Filed Pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated March 23, 2023 Registration No. 333-253260 MARRIOTT INTERNATIONAL, INC. $800,000,000 4.900% Series KK Notes due 2029 PRICING TERM SHEET Dated: March 23, 2023 Issuer: Marriott International, Inc. (the “Company”) Anticipated Ratings (Moody’s / S&P)*: Baa2 / BBB Security: 4.900% Series KK Notes due 2029 (the “Series KK Notes”) Aggregate Principal Amount: $800,000,000 Maturity Date: April 15, 2029 Coupon: 4.900% Interest Payment Dates: April 15 and October 15, commencing on October 15, 2023 Day Count Convention: 360-day year consisting of twelve 30-day months Price to Public: 98.732% of the principal amount Benchmark Treasury: 4.000% due February 29, 2028 Benchmark Treasury Price / Yield: 102-15 3⁄4 / 3.446% Spread to Benchmark Treasury: +170 basis points Yield to Maturity: 5.146%
former provisions means the provisions of the Petroleum Act 1936 which, by force of section 134 of the Petroleum Act are deemed to subsist and enure in their application to or in relation to the Xxxxxx Island Lease;